Alison R. Manzer - Cassels Brock & Blackwell LLP

Alison R. Manzer

Listed in Best Lawyers since 2006
Phone: 416-869-5469

Alison Manzer is a partner in the Financial Services Group at Cassels Brock. Alison's practice encompasses a broad range of commercial practice in the financial services sector, including financial institution regulation, corporate and commercial lending, asset-based financing, securitization and structured finance, private equity, project finance, asset finance and leasing, business reorganization, syndicated lending and related areas. A significant part of her practice involves multi-jurisdiction transactions where she has expertise in the structuring requirements of financing, investment and securitization transactions to solve taxation, conflicts of laws, document structure, currency and rate issues, among others.

Alison is a member of the Association of Commercial Finance Attorneys, based in New York, sitting on its executive, and is one of a few Canadians elected to The American College of Commercial Finance Lawyers, having been a regent of the College. In July 2010, she was elected as a Fellow of the American Bar Foundation. Those involvements reflect the multinational nature of her practice. Alison has been active with the Canadian Bar Association, has been chair of the national committee on Financial Institutions, a member of the national liaison committee with the accounting profession, chair of continuing legal education and a member of the finance committee. Alison has also chaired several other national and provincial committees for the Canadian Bar Association. She is active with several committees of the American Bar Association, including Private Equity, Project Finance (current committee chair), Securitization and Structured Finance and Business Finance.

She has lectured and written extensively on legal matters, particularly dealing with financial institution issues. Alison has authored Canada - U.S. Commercial Law Guide; A Guide to Canadian Money Laundering Legislation; The Bank Act Annotated; A Practical Guide to Canadian Partnership Law; the banking chapters of the CCH Canadian Commercial Law Guide; a book on Banking and Credit Relationships, several chapters for Falconbridge on Mortgages, Asset-Based Lending in Canada, Law in International Finance and Halsburys Laws of Canada: Banking and Finance 2012 and Practice Advisor (Banking and Lending), all published by national legal text publishers. She has been an editor of the CCH Canadian Commercial Law Guide, and the Federated Press Corporate Financing Journal. Her list of published articles includes over 200 titles written for a wide range of publishers in areas including financial institution regulation, commercial finance, asset-based lending, international and cross-border finance and specialty finance products, among others.

Alison has been a director of several financial institutions, including a Schedule II bank, insurance companies, leasing finance companies, securitization trusts and other financial services industry corporations. She was awarded the inaugural Zenith award from Lexpert in 2009, honouring senior women lawyers who have made outstanding contributions to the practice and business of law. Alison has been recognized in the Canadian Legal Lexpert Directory each year starting with its first publication in areas including Structured Finance, Asset/Equipment Finance & Leasing and Banking & Financial Institutions. She is also recognized as a leading lawyer by Chambers Global for Banking & Finance, Best Lawyers for Equipment Finance Law, the Guide to the World's Leading Banking Lawyers, and the Guide to the World's Leading Women in Business Law (Banking & Finance); in addition, Alison holds a BV Distinguished™ ranking from Martindale-Hubbell.

In addition to her LL.B. (Law) and a B.Sc. Hon. (Biochemistry), Alison has an M.B.A. and an LL.M. in banking and financial services. She has also completed the Canadian Securities Course and the advanced securities programs, Canadian Investment Finance I and II with the Canadian Securities Institute. Alison is an adjunct professor at Osgoode Hall Law School teaching the Masters of Law program in international finance. She was called to the Ontario Bar in 1979.

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Dalhousie UniversityBSc 1974York University - Osgoode HallLL.M 2004University of TorontoMBA 1984Dalhousie UniversityLL.B 1977
Association of Commercial Finance AttorneysAmerican College of Commercial Finance Lawyers

Case History

Hamilton Rail Car Plant as Equipment Lease — A bank and a life insurance company wanted to lend to a major railcar manufacturer to allow the development of a state of the art rail car paint plant. The issue was the location was severely contaminated land giving rise to very real concerns of lender liabiblity as to envrirnmental law if there was ever a need to realize. I devised a construction and funding process that allowed the plant to be financed as equipment under an equipment lease allowing the transaction to proceed. This structure has been able to be replicated for similar purposes in other transactions.
Large Scale Infrastructure Credit Wrap — Acted on a $4.5 billion Canadian dollar inftrastructure project representing the financial guarantee insurer. The legal challenges in that matter arose because that is not a permitted insurance product in Canada requiring creative structuring of the product to avoid regulatory issues under insurance, banking and securities law. It was also the first time a credit enahancment product of that nature had been used in Canada requiring a combination of ability to Canadianize foreign concepts and agreements and to educate the deal team on their use.
Mortgage Conduits — Acted in the formation of several independent mortgage funding conduits from start up to the challenges of a frozen commercial paper funding market. The importance of these transactions was the development of a unique trust based structure that gave more isolation and flexibility to the vehicle allowing us to rapidly restructure and revise the funding models and sources to respond to the loss of the commercial paper funding sources in Canada in 2007.   
Contrans Group — Lead on the transaction that took Contrans Corp. from a corporate structure to an income trust structure; this was significant because it was the first public corporation to public trust transaction done.This required dealing with novel issues in its financing, trust structure, securities law issues, tax, transporation regulation among others.  One of the most challenging issues was dealing with a new form of "borrower" unknown to the banks and life insurance companies providing the asset financing for the group requiring the ability oot revise agreements while remaining with in institutional requirements and educating the lenders on the issues they needed to consider.

Client Comments

"I have worked with Alison Manzer for over 10 years. Her expertise and experience in all areas of the financial services arena is extensive. Alison's ability to get to the heart of a matter and quickly turn it around is invaluable. I consider Alison a "go-to" resource."

-Doug McKenzie
Senior Vice President & General Manager
BAL Global Finance Canada Corporation

"I have worked with Alison Manzer for over 25 years and have found her to be responsive, efficient, and focused on closing the transaction. She works very efficiently and, as a result, has never had an issue with the fees she charges. I would highly recommend Alison to anyone."

-John Robertson
Integrated Private Debt Corp

"Alison is very experienced and has skillfully guided our company through what, for us, were many uncharted waters. Alison suits my working style as she is very direct, puts things in language that I can easily understand, and patiently explains legalities that I do not understand on my first pass. She is very prompt in her responses and on the rare occasion that she knows she cannot provide that level of service, she warns me. If our matters require immediate attention, she ensures that one of her associates with an appropriate experience level tends to our needs. Alison's experience also lends itself to understanding our counterparties' perspectives and needs, which has frequently saved us anguish and fees."

-Jamie Clark
VP Finance & CFO
Contrans Income Fund

"Alison demonstrates an extensive knowledge of the legal aspects our business. She is very easy to work and demonstrates excellent responsiveness and comprehension of our business issues. Her communication is straight forward and to the point, making it easy to understand the issues and reach resolutions when multiple lawyers are involved."

Office Location

Scotia Plaza, Suite 2100
40 King Street West
Toronto, ON M5H 3C2

Practice Areas

Equipment Finance Law

Other Information

Gender: Female