Andrew Sunter 2 color copy

Andrew F. Sunter

Partner

403.260.0283
asunter@bdplaw.com
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Education:
Osgoode Hall Law School, Bachelor of Laws (with Distinction), 2006

Laurentian University, Bachelor of Arts (with Distinction), 2003

Bar admission: Ontario 2007 and Alberta 2011
Industries:
Agribusiness, food and beverage, Construction, Government and not for profit, Oil and gas
Practice areas:
Class actions, Commercial arbitration, Construction litigation, Corporate governance and disclosure, Energy litigation, Shareholder rights and activism, Litigation and dispute resolution, Securities litigation

Experience

Andrew's practice is focused on complex, high-stakes litigation across a wide range of areas, including commercial, construction, energy, regulatory and security disputes, corporate governance issues and class actions. Before joining BD&P in 2011, Andrew worked at a top national law firm in Toronto. Andrew has appeared as lead counsel before lower courts in Alberta and Ontario, before the Alberta Court of Appeal, before administrative tribunals and in commercial arbitrations.

Andrew's focus is on:

Commercial and general litigation

  • Contractual disputes, alleged misuse of confidential information, alleged breaches of trust and/or fiduciary duty, negligence claims and intentional torts
  • Motions to strike pleadings, summary judgment motions and interlocutory injunction motions
  • Major construction-related disputes involving complex engineering, procurement and construction issues

Energy litigation

  • Acts in oil & gas operating, royalty, joint venture and accounting disputes

Commercial arbitration

  • Acts in domestic and international commercial arbitration proceedings

Securities and shareholder litigation

  • Represents shareholders, issuers, directors and officers claims for oppression, secondary market misrepresentation, breach of shareholders' agreements, violations of securities laws and other shareholder-related causes of action
  • Represents bidders and targets (special committees) in contested/unsolicited takeover bids
  • Represents boards of directors and shareholders in hostile proxy contests and disputes
  • Represents shareholders, issuers, directors and officers in proceedings before Canadian securities commissions

Class actions

  • Acts for defendants and plaintiffs in a wide range of class proceedings

Recent cases

Counsel successfully representing Inter Pipeline Ltd. (IPL) in a precedent-setting case before the Alberta Securities Commission. The case addressed Brookfield Infrastructure Partners L.P.'s use of total return swaps in its takeover bid of IPL. The decision is the first time that a Canadian securities regulator has directly addressed the use of total return swaps within the context of takeover bids following the changes to the Canadian takeover bid regime in 2016. Re Bison Acquisition Corp., 2021 ABASC 100

Counsel successfully representing the plaintiffs, a global manufacturing company, in multi-party litigation involving breach of a distribution agreement and product quality issues; the plaintiffs were awarded both punitive damages and solicitor client costs against the defendants. Manson Insulation Products Ltd. v Crossroads C&I Distributors, 2019 ABQB 684

Counsel in connection with three successful appeals and one cross appeal before Court of Appeal. Canadian Natural Resources Limited v. Wood Group Mustang (Canada) Inc. (IMV Projects Inc.), 2018 ABCA 305


Counsel in successful application to have a $96 million arbitration stayed. Canadian Natural Resources Limited v. Flatiron Constructors Canada Limited, 2018 ABQB 613


Counsel in successful leave application to have the Court of Appeal reconsider its earlier decision in Bedard v. Amin, 2010 ABCA 3, 2018. Canadian Natural Resources Limited v. Wood Group Mustang (Canada) Inc. (IMV Projects Inc.), 2018 ABCA 122


Counsel in successful defence of an application brought by a dissident shareholder seeking public interest orders under the Alberta Securities Act relating to proxy solicitation processes utilized in a hostile proxy contest. PointNorth Capital Inc., 2017 ABASC 121


Counsel to Canadian Natural Resources Limited, the owner of a pipeline and related gathering and processing facilities in an $45 million action against its engineering, procurement, and construction contractors relating to a 32 km hot emulsion fluid pipeline, which failed after being put into service. Canadian Natural Resources Limited v. Wood Group Mustang (Canada) Inc. (IMV Projects Inc.), 2017 ABQB 106


Counsel to Rogers Communications Inc. in successful appeal of application to stay "system access fee" class action as an abuse of process. Turner v. Bell Mobility Inc. et al, 2016 ABCA 21


Counsel to senior management team of mining company in successful defence of insider trading allegations before Alberta Securities Commission. Stan, Re, 2013 ABASC 148


Counsel to major shareholder of industrial services company in successful defence of insider trading allegations before Alberta Securities Commission. Holtby, Re, 2013 ABASC 45


Lead counsel for plaintiff class in successful application for Court approval of a partial settlement of national securities class action relating to a real estate project, Harnam v. Chandran (2018)


Counsel to Paladin Labs Inc. in connection with a hostile takeover bid for Afexa, the makers of ColdFx, including in an application before the Alberta Securities Commission to set aside Afexa's rights plan. Afexa Life Sciences Inc., Re, 2011 ABASC 532

Community involvement

Andrew is a Board member of Hull Services, a non-profit providing child, youth and family mental health services. 

Professional involvement

Andrew is the co-lead of BD&P's litigation group and a member of the Business Development Committee and Compensation Committee. He is also:

  • Member, 10+ Standing Committee, The Advocates' Society
  • Member, Alberta Advisory Committee, The Advocates' Society
  • Member, Executive Team for the Commercial Litigation Practice Group, The Advocates' Society (2016-2017)
  • Co-Instructor, Corporate Governance segment of the Advanced Business Law course, Osgoode Hall Law School (2007, 2009 and 2010)

Board memberships

Part Director (2011-2021) and Past Chair (2018-2021) of the Potential Place Society.

Professional associations

  • Member, Law Society of Alberta
  • Member, Canadian Bar Association
  • Member, The Advocates' Society

Presentations

Andrew has also presented at various conferences, panels, seminars, and other events, including:

  • Advocates' Society Summer Trial Advocacy College, June 2021
  • Cross-Examination: Strategies for Success, The Advocate's Society Civil Litigation Skills Certificate Program, May 2019
  • Preparing and Leading Expert Evidence, The Advocates' Society Civil Litigation Skills Certificate Program, Trial from A to Z, May 2017
  • CNRL v. Wood Group, Natural Resources Law Subsection of the Canadian Bar Association, April 2017
  • Top 10 Commercial Litigation Cases of 2016, The Advocates' Society, Toronto, March 2017
  • Comity as a Tonic to the Multijurisdictional "Whack-a-Mole" Problem in Securities Class Actions, Online Webinar, Securities Class Action Litigation: What Lies Ahead, 2016

Representative work

Brookfield Infrastructure Partners L.P's $6.8 billion acquisition of Inter Pipeline Ltd.

Counsel to Inter Pipeline Ltd. in its acquisition by Brookfield Infrastructure Partners L.P pursuant to a statutory plan of arrangement for $6.8 billion.

Precedent-setting securities law decision

Counsel successfully representing Inter Pipeline Ltd. (IPL) in a precedent-setting case before the Alberta Securities Commission. The case addressed Brookfield Infrastructure Partners L.P.'s use of total return swaps in its takeover bid of IPL. The decision is the first time that a Canadian securities regulator has directly addressed the use of total return swaps within the context of takeover bids following the changes to the Canadian takeover bid regime in 2016. (Re Bison Acquisition Corp., 2021 ABASC 100)

Successfully represented a global manufacturing company in a multi-party litigation

Counsel successfully representing the plaintiffs, a global manufacturing company, in multi-party litigation involving the breach of a distribution agreement and product quality issues. The plaintiffs were awarded both punitive damages and solicitor client costs against the defendants. (Manson Insulation Products Ltd. v Crossroads C&I Distributors, 2019 ABQB 684).

MEG Energy Corp.'s hostile tender offer from Husky Energy

Counsel to MEG, a Canadian oil sands producer, and its board of directors in response to the unsolicited tender offer by Husky Energy. Husky sought to acquire the entire share capital of MEG for approximately $6 billion.

Successful defense of an ASC application from a dissident shareholder

Counsel in the successful defense of an application brought by a dissident shareholder seeking public interest orders under the Alberta Securities Act relating to proxy solicitation processes utilized in a hostile proxy contest. (PointNorth Capital Inc., 2017 ABASC 121).

Three successful appeals before the Alberta Courts on behalf of CNRL

Counsel in connection with three successful appeals and one cross appeal before Court of Appeal involving the allocation of damages from a pipeline failure and Pierringer Agreements affect the calculation of damages. (Canadian Natural Resources Limited v. Wood Group Mustang (Canada) Inc. (IMV Projects Inc.), 2018 ABCA 305)

Successful leave application on behalf of CNRL

Counsel in the successful leave application to have the Court of Appeal reconsider its earlier decision in Bedard v Amin, 2010 ABCA 3. (Canadian Natural Resources Limited v. Wood Group Mustang (Canada) Inc. (IMV Projects Inc.), 2018 ABCA 122).

Savanna Energy Services Corp.'s hostile takeover defence

Counsel to Savanna Energy Services in the defence of a $450 million hostile takeover bid by Total Energy Services Inc.

Liquor Stores N.A. Ltd.'s proxy contest defense

Counsel to Liquor Stores in the defense of a proxy contest initiated by a dissident institutional shareholder to gain control of Liquor Stores' board of directors. BD&P’s work included the successful defense of Liquor Stores' soliciting dealer fee arrangement before a hearing of the Alberta Securities Commission.

Successful defense in a negligence and breach of contract

Counsel to the Plaintiff in a three-month trial where the defendant engineering company was found to be negligent and in breach of contract in its design of a high-temperature emulsion pipeline near Cold Lake, Alberta. (Canadian Natural Resources Limited v.Wood Group Mustang (Canada) Inc., formerly IMV Projects Inc., 2017 ABQB 106).

Rogers Communications Inc.'s successful appeal of application

Counsel to Rogers Communications Inc. in successful appeal of application to stay a "system access fee" class action as an abuse of process. (Turner v Bell Mobility Inc, 2016 ABCA 21).

Successful defense of insider trading allegations

Counsel to the senior management team of a mining company in the successful defense of insider trading allegations before Alberta Securities Commission. (Stan, Re, 2013 ABASC 148).

Successful defense of insider trading allegations

Counsel to major shareholder of industrial services company in successful defense of insider trading allegations before Alberta Securities Commission. (Holtby, Re, 2013 ABASC 45)

Application before the Alberta Securities Commission for Paladin Labs Inc. in hostile takeover bid

Counsel to Paladin Labs Inc. in connection with a hostile takeover bid for Afexa, the makers of ColdFx, including in an application before the Alberta Securities Commission to set aside Afexa's rights plan. (Afexa Life Sciences Inc., Re, 2011 ABASC 532)

$96 million stay of arbitration

Counsel in successful application to have a $96 million arbitration stayed. (Canadian Natural Resources Limited v. Flatiron Constructors Canada Limited, 2018 ABQB 613)

Successful securities class action settlement

Counsel for plaintiff class in successful application for Court approval of a partial settlement of national securities class action relating to a real estate project (Harnam v. Chandran, 2018)

Awards

Recent honours and recognition

Named Leading lawyer in Litigation: General Commercial (Alberta) by Chambers Canada (2023)

Named in The Legal 500 Canada as a recommended lawyer in dispute resolution: Alberta (2022)

Recognized in Best Lawyers in Canada as a recommended lawyer in corporate and commercial litigation (2021-2023)

Future star in Benchmark Litigation Canada (2019-2022)

Securities litigation lawyer to watch in the Canadian Legal Lexpert Directory (2017)

Named in Lexpert's guide to the leading U.S./Canada cross-border litigation lawyers in Canada (2017)