A distinguished lawyer who has been practicing for more than twenty-five years, in both transactional law and commercial litigation, renowned for his skills, integrity, rigor, pragmatism and versatility, Antoine Leduc is one of those rare jurists who combine the profile of a practitioner with that of an academic. A Doctor of Laws, Fellow of the American College of Mortgage Attorneys and holder of a Global Competent Boards ESG Certificate and Designation (GCB.D), Antoine is Chair of the firm’s financing, real estate and bankruptcy, insolvency and restructuring practice groups, and a partner in our business law and commercial litigation groups.
Experienced in banking and financial services law, financing, real estate, construction and energy, bankruptcy, insolvency and restructuring and commercial litigation, his diversified practice has also led him to international trade and law and development, as well as mergers and acquisitions. In these various contexts, he has represented Canadian and international financial institutions as well as trustees in bankruptcy, governments, public and private corporations, real estate developers, as well as First Nations and band councils, for private mandates, regulatory compliance and governance issues (including ESG criteria and sustainability standards) or as an expert in law reform and public policy review, with a particular interest in built heritage.
Past President of the Canadian Bar Association, Quebec Branch (CBA-Québec) (2014–2016), Antoine has greatly contributed to the improvement of the administration of justice, to the independence of the legal profession and to foster a better image of lawyers in the public, in Canada and internationally. Author of numerous, award-winning and authoritative publications regularly quoted by Courts, including the Supreme Court of Canada, Antoine’s book Mondialisation et harmonisation du droit des sûretés (e.g., Globalization and Harmonization of Secured Transactions) (Thémis, 2012) won the 2013 Quebec Bar Foundation’s legal competition award in the category “Monograph and Treatise”, the most prestigious distinction for a legal writing in Quebec.
A Doctor of Laws from Université de Montréal (with great distinction) (2011), Antoine holds a Master’s degree in Business Law from this university (2002) and obtained his civil and common law degrees from McGill University in 1996. He has pursued for several years is teaching and research activities, having been a professor, lecturer and fellow researcher at Université de Montréal’s Faculty of Law for over twenty years. He has also lectured at the Quebec Bar School (e.g., École du Barreau du Québec).
Since 2015, Antoine chairs the jury awarding the Michel-Robert Awards (e.g., Prix Michel-Robert) attributed yearly by CBA-Québec, which he initiated and which recognizes the best doctoral and master’s thesis submitted to a Quebec law school, in any of the following fields: international law, constitutional law and human rights and freedoms, as well as the rule of law, in any field (the winners having their works published by Éditions Yvon Blais (Thomson Reuters) and receiving a grant from CBA-Québec).
Since 2019, Antoine is a founding and active member of the Montreal Opinion Working Group (MOWG) in Secured Transactions, created by CBA-Québec’s Business Law Section.
Antoine completed the Competent Boards’ ESG Designation Program for Business Leaders and obtained his Global Competent Boards ESG Certificate and Designation (GCB.D) in March 2023.
Accomplished musician, concert organist, Antoine is highly involved in the arts and in promoting the safeguarding of religious and cultural heritage, being the instigator of the Manifesto for the safeguarding of Québec’s Religious Heritage (June 2010).
Antoine has received many awards and distinctions over the years, in Canada and abroad. In November 2009, he was recognized by Lexpert Magazine as one of Canada’s “Rising Stars – Leading Lawyers under 40”. In September 2010, he was appointed “Fellow” of the American College of Mortgage Attorneys. In January 2015, Antoine was appointed Governor of the Québec Bar Foundation, then renewed as Governor Emeritus of this foundation in 2024 and, in July 2015, he was appointed Advocatus Emeritus by the Quebec Bar. On May 28, 2018, Antoine received the Jules-Deschênes Award, CBA-Québec’s highest distinction, which underlies the exceptional dedication and team spirit that Antoine has shown as part of his ongoing commitment to this association and the legal profession.
Representative Work
Banking and real estate financing, regulatory compliance
$200 million mixed-use real estate project. Representing real estate developers in a mixed-use real estate project (residential, rental and commercial) in downtown Montréal. Drafting all agreements and corporate structure, including governance and financing of the project.
US$1.1 billion financing for Nemaska Lithium Inc. Representing Pareto Securities and Clarksons Platou Securities, as co-lead managers for Nemaska Lithium Inc.’s US$350 million bond offering, as part of a $1.1 billion financing structure for Nemaska Lithium Inc.
Representing an Aboriginal band and band council in connection with a $45 million financing. Representing a First Nation in obtaining and implementing financing for its day-to-day operations and project financing (real estate and infrastructure) from a Canadian chartered bank, negotiating credit and security documents, obtaining government guarantees and providing legal advice in this particular context.
$228 million Loan Guarantee by Investissement Québec to Alcoa Ltée. Representation of Investissement Québec in the drafting and negotiation of a loan guarantee in the amount of $228M to Alcoa Ltée for the modernization of its installations in Québec, and representation of Investissement Québec in the negotiation with Alcoa’s lenders for the setting up of the credit documentation for the principal loan.
$400 million non-recourse loan by Investissement Québec to Alcan Inc. Representation of Investissement Québec in connection with a $400M non-recourse loan made available to Alcan Inc. (now Rio Tinto Alcan), with respect to the modernization of its installations in the province of Québec, within a $1.2 billion project involving the government of Québec and Hydro-Québec.
$20 million Private Placement by Investissement Québec in favour of 5N Plus Inc. Representation of Investissement Quebec in this financing of this publicly traded corporation.
$200 million secured credit facility. Representation of a Canadian chartered bank in a financing transaction for a private client, involving the setting up of security in many jurisdictions, including North America, Europe and Asia.
€200 million Export Finance Secured Credit Facilities. Representation of Société Générale (Canada) (“SG”) in the financing of both Quebecor Media Inc. (“QMI”) and Quebecor World Inc. (“QWI”) for their acquisition of 22 printing presses built by Man Roland Druckmaschinen AG, from Germany, secured by Euler Hermes Kreditversicherungs AG, also from Germany. Responsible for structuring all the security arrangements between QMI and QWI, on the one hand, and the syndicate of lenders and SG, on the other hand. In this transaction, security was taken over movable and immovable property in many jurisdictions in North America, both in the United States and in Canada. Representation of SG as participant in the $1.5 billion syndicated credit facilities made available to QMI and QWI.
$20,500,000 Private Placement in favour of Bellus Health Inc. Representation of a secured noteholder in this private placement, involving the setting up of security in Canada, the United States and Europe.
Financial Market for Residential Housing in Indian Reserves. Representation of a financial institution in respect of structuring the financing of residential housing in Indian reserves, including the compliance with the legislation pertaining to Indian land claims and Indian specific tax regime.
Represented a financial institution in connection with its insurance broker financing program. Represented a Canadian chartered bank in connection with its insurance broker financing program, including drafting credit and security documents, for transactional and acquisition financing, and negotiating with insurers involved in this consolidating market.
Legal Opinions on compliance issued to a Canadian Chartered Bank. Numerous legal opinions provided to a Canadian Chartered Bank on compliance and regulatory issues, including in respect of annual general meetings of shareholders.
Legal opinions on privacy and personal information protection by financial institutions. Numerous legal opinions given over the years to local and foreign financial institutions regarding their rights and obligations to protect the personal information of their customers.
Representing of a company recycling batteries in its accreditation process with Recyc-Québec. Advisor in compliance and regulatory matters for a company recycling batteries in its accreditation process with Recyc-Québec.
Representing of a greenhouse in its financing ($45M). Representation of a greenhouse in the structuring of a real estate financing for the implementation of subsidized greenhouses.
Representing a electricity brokerage firm. Acted as counsel in the formation of an electricity brokerage firm in the Canadian and U.S. markets, including licensing and regulatory compliance issues.
Representing a national sports federation in Quebec in the review of its by-laws. Reviewed and drafted amended and revised by-laws of a major national sports federation in Quebec to comply with the requirements of government funding agencies, including ESG Criteria and the Code of Governance for Quebec Non-Profit Sport and Recreation Organizations (May 2021) of the Quebec Ministry of Education (Direction du sport, du loisir et de l’activité physique).
Mergers & Acquisitions
Represented a company in the acquisition of three mini hydroelectric power plants in Quebec. Represented a company operating hydroelectric power plants in Canada in the acquisition of shares in a company owning and operating three mini hydroelectric power plants in Quebec, including title review, contract negotiation with Hydro-Québec, transfer of permits with the Quebec government and obtaining lenders’ consents and authorizations.
Acquisition of Bombardier Inc.’s CRJ model aircraft by Mitsubishi Heavy Industries, Ltd. (US$550 million). Representing Mitsubishi Heavy Industries, Ltd. as lead Canadian counsel in connection with the acquisition of the Bombardier Inc.’s CRJ model aircraft.
Bankruptcy, Insolvency and Restructuring, and Arrangements under Corporate Law
Represented KSV Restructuring inc. in the receivership and sale of the assets of G.I. Sportz et al, S.C.M. 500-11-058942-208. Acted for KSV Restructuring Inc. in the Canada/US cross-border receivership involving the sale of the assets of G.I. Sportz Inc, Tippmann US Holdco Inc, GI Sportz Direct LLC, Tippmann Sports, LLC and Tippmann Finance LLC to Kore Outdoor Inc. and Kore Outdoor (US) Inc.
Due diligence in connection with the Cirque du Soleil’s restructuring and sale process under the CCAA, C.S.M. 500-11-058415-205.Representing U.S. private equity funds in their due diligence for their possible acquisition of the Cirque du Soleil in the context of its restructuring proceedings under the Companies’ Creditors Arrangement Act.
Arrangement under Section 192 of the Canada Business Corporations Act of Nemaska Lithium Inc. et al., S.C.M. 500-11-056859-198. Representing Nordic Trustee AS representing the US$350 million debenture holders in the arrangement proceedings under section 192 of the Canada Business Corporations Act filed by Nemaska Lithium Inc. et al. to, among other things, have the debt of Nemaska s Lithium Inc. to the debenture holders declared extinguished and to have their security interests published in Quebec cancelled.
Arrangement of Gestion Maison Éthier Inc. and Gestion immobilière Maison Éthier Inc., S.C.M. 500-11-055615-187. Representation of the interim (DIP) lender, Hitachi Capital Canada Corp., in the setting up of a temporary financing with a priority charge of $5M.
Bankruptcy Proceeding of 9184-6808 Québec Inc. (LAB Chrysotile). Representation of KPMG Inc., Trustee of the Estate of the bankrupt debtor, an asbestos mining company in Thetford Mines, Quebec.
Bankruptcy Proceedings of Les Meubles Poitras (2002) Inc. Representation of Raymond Chabot Inc., Trustee of the Estate of the bankrupt debtor.
Bankruptcy Proceedings of 4271807 Canada Inc. and of Main Knitting Inc. Representation of Raymond Chabot Inc., Trustee of the Estate of 4271807 Canada Inc., a bankrupt.
Bankruptcy of Canadian Bureau of Investigations and Adjustments (CBIA) Inc. Representation of HSBC Bank Canada in the recovery of its secured claim.
Bankruptcy Proceedings of Les Entreprises Pesamiu Ilnuts Inc. Representation of Sodexho Limited in its claim against Les Entreprises Pesamiu Ilnuts Inc., a corporation operated by aboriginal and native people.
CCAA Proceedings of Mine Jeffrey Inc. Representation of the syndicate of lenders (short term creditors) in connection with their claim in such proceedings.
Bankruptcy Proceedings of Location Rompré Inc. and Gestion Inter-Parc Inc. Representation of Ford Credit of Canada Limited in the realization of its $30 million claim against the floor plan of these car dealers.
Bankruptcy Proceedings of VIP Switch Inc. Representation of Samson Bélair / Deloitte & Touche Inc., in its capacity of Trustee of the Estate of VIP Switch Inc., a bankrupt. Antoine successfully pleaded before the Quebec Court of Appeal the case of Immeubles Wilfrid Poulin Ltée vs Samson Bélair / Deloitte & Touche Inc., 2006 QCCA 1320, regarding fraudulent conveyances and stand-by letters of credit granted in favour of a landlord.
Restructuring and Bankruptcy Proceedings of Béton Grilli Inc. Representation of HSBC Bank Canada in connection with its claim as a lessor of heavy equipment in such proceedings.
Bankruptcy Proceedings of National Metal Finishing N.M.F. (Canada) ltd. Representation of HSBC Bank Canada in connection with its claim as a lessor of heavy equipment in such proceedings.
Commercial Litigation
Garderie Éducative Les Jardins de l’Avenir inc. vs 9172-9913 Québec inc., 2016 QCCS 3776. Representation of the seller of a subsidized daycare in a litigation against the purchaser in respect of a balance of sale, the value of the daycare and the damages claimed by the purchaser further to a decrease in the subsidies awarded to the daycare.
Canadian National Railway Company vs RTK WP Canada, ULC, and Rentech, Inc., C.S.M. 500-17-097584-174. Representation of the defendants against a $3.6M claim made by CN under a multijurisdictional transportation agreement of merchandise across Canada, regarding wood pellets.
Law and Development and Law Reform
Reform of urban planning, housing and land credit in the DRC. Management of a multidisciplinary team that visited the Democratic Republic of Congo twice as part of a feasibility study funded by the Canadian International Development Agency (CIDA) on reforms to be undertaken in the areas of urban planning, housing and land credit.
Urban planning, housing and land credit reform in Egypt. As a lawyer involved in law and development projects, Antoine has advised the Arab Republic of Egypt in connection with the reform of its real estate finance laws and institutions. In 2009, he led a team who completed a field study for the Canadian International Development Agency (CIDA) in the Democratic Republic of Congo, regarding its urban planning, housing and real estate law reforms.
Reform of securities law in Québec. In 2006, Antoine was appointed to the Consulting Panel created by the Autorité des marchés financiers du Québec with respect to the study of the Act respecting the transfer of securities and the establishment of security entitlements, S.Q. 2008, c. 20, R.S.Q. c. T-11.002.
Reform of personal property security law under the aegis of the OAS. In February 2000, Antoine was invited by both the Quebec and Canadian governments to represent them, in Washington, D.C., as a Quebec civil law expert with respect to secured transactions, at the Organization of American States’ (OAS) Second Meeting of Experts for the Sixth Inter-American Specialized Conference on Private International Law (CIDIP-VI). This led to the adoption of the 2002 Model Inter-American Law on Secured Transactions, which aimed at standardizing this area of law across the Americas.
Recent Publications
Leduc, Antoine & Rousseau, Stéphane, “Finance durable, changements climatiques, critères ESG et droit immobilier : êtes-vous prêts à relever le défi ?” in Barreau du Québec, Service de la qualité de la profession, Développements récents en droit de l’environnement, v. 525, (Montréal : Éditions Yvon Blais (Thomson Reuters) 2022) 343-400.
Leduc, Antoine, “Sustainable Finance, Climate Change, ESG Criteria and Real Estate: Are You Ready For A Sea Change?”, The Abstract – American College of Mortgage Attorneys, Spring 2022.
Leduc, Antoine, “Requiem pour le patrimoine religieux du Québec”, (2022) Revue québécoise de droit international – Hors-série – Janvier 2022, 291-326, online: <https://www.sqdi.org/fr/requiem-pour-le-patrimoine-religieux-du-quebec/>.
Leduc, Antoine & Lapointe-Beaulac, Josianne, “The Cirque du Soleil’s Restructuring or When Secured Creditors Won’t Let It Go”, INSOL – Touchpoint (The INSOL newsletter for the insolvency practice group) (15 April 2021), online: <https://email.insol.org/4WAM-HF83-5377E70990EF8DC64N9JNVC04606EC886AD9FF/cr.aspx>.
Leduc, Antoine, “Avenir de l’audience et de la plaidoirie”, in Conseil National des Barreaux (de France), L’audience : état des lieux et réflexions prospectives, 2020, at 230-235, online: <https://encyclopedie.avocat.fr/GEIDEFile/CNB_2020-12-22_LDH_audience[web-HD-P].pdf?Archive=120715794899&verif=480312480314473152480453469025450537482530470024488827478370>.
Zahralddin-Aravena, Rafael X., Leduc, Antoine & Olya Antle, “COVID-19: A Catalyst of Modernization Across Jurisdictions”, (2020) 39-7 American Bankruptcy Institute Journal (July Issue), 41-43, online: <http://admin.lrmm.com/CMS/Media/12317_41_fr-CA_0_COVID_19_A_Catalyst_of_Modernization_Across_Jurisdictions.pdf>.
Leduc, Antoine, “A New Look at the Extinctive Prescription of Hypothecary Rights by the Supreme Court of Canada”, Banking and Financial Services and Bankruptcy, Insolvency and Restructuring newsletter, July 2020
Mélanges Pierre Ciotola, Montreal, (Brigitte Lefebvre and Antoine Leduc, Ed.), Les Éditions Thémis, December 2012
Leduc, Antoine, Mondialisation et harmonisation du droit des sûretés, Montréal, Les Éditions Thémis, 2012
JurisClasseur Québec : Faillite, insolvabilité et restructuration, Montréal (Antoine Leduc and Stéphane Rousseau Ed.), LexisNexis Canada, 2010
Leduc, Antoine, “Grands pas et faux pas de la compétence inhérente des tribunaux en droit canadien de l’insolvabilité : qui fait la loi?”, (2009), 111 Revue du Notariat 425
Recent Conferences
Leduc, Antoine & Rousseau, Stéphane, “Finance durable, changements climatiques, critères ESG et droit immobilier : êtes-vous prêts à relever le défi ?”, Conference presented at the symposium on recent developments in environmental law, organized by the Continuing Legal Education Services of the Quebec Bar, Montréal, December 9, 2022, published in Barreau du Québec, Service de la qualité de la profession, Développements récents en droit de l’environnement, v. 525, (Montréal : Éditions Yvon Blais (Thomson Reuters) 2022), 343-400, online: <https://www.lrmm.com/fr/non-classifiee/me-antoine-leduc-ad-e-conferencier-aux-developpements-recents-en-droit-de-lenvironnement-2022>.
Leduc, Antoine, Alison K. Chave, James Papadimitriou & Dragica Mijailovic, “Sustainable Finance, Climate Change, ESG Criteria and Real Estate: Are You Ready For A Sea Change?”, panelist at the ACMA 2022 Annual Meeting – Stein Ericksen Lodge (Deer Valley), Park City, Utah, Friday, September 16, 2022, on a panel based on the article of the same title previously published in The Abstract – American College of Mortgage Attorneys, Spring 2022, online: <https://annual2022.acmaevents.org/cle-session/>.
LEDUC, Antoine, et al., “Legal Opinions in Secured Transactions: A Quebec Perspective” (November 16, 2020), The Canadian Bar Association, Quebec Branch (Business Law Section), online: <https://www.cbapd.org/details_en.aspx?id=QC_QC21VID08W>.
LEDUC, Antoine, Panelist in Panel K: “Lien on me”, as part of the “16th Annual Review of Insolvency Law Conference”, Montreal, February 1, 2019, Fairmount The Queen Elizabeth Hotel, chaired by Mr. Justice Louis J. Gouin, then Coordinating Judge of the Commercial Chamber of the Superior Court of Montreal, along with Aditya Badami (Norton Rose Fulbright – Calgary) and Sara L. Scott (Stewart McKelvey – Halifax), regarding the order of priority between municipal property taxes and the prior charges of receivers and monitors under the Bankruptcy and Insolvency Act and the Companies’ Creditors Arrangement Act.
Sustainable Finance, Climate Change, ESG Criteria, and Real Estate: Are You Ready for a Sea Change?