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Complicated, but possible: Lawyers say PC-Wildrose merger legal

Last Updated Mar 20, 2017 at 4:59 pm MDT

(Derek Brade - CityNews)

A group of conservative Alberta lawyers are dismissing the notion a merger between the Progressive Conservatives and Wildrose isn’t legally possible, releasing a legal opinion that it could actually be done with the consent of Elections Alberta.

According to the Alberta Conservative Consolidation Committee – made up of five lawyers with ties to both parties – a corporate merger would avoid any rules or restrictions under current election laws, with the parties registering as societies.

Under that framework, spokesperson and lawyer Andy Crooks said it wouldn’t result in any sanctions pertaining to transfer of assets, allowing two valid registrations as a political party with the option of terminating or suspending one of the registrations.

“Like any good corporate amalgamation or merger, there’s a wholesale restart,” Crooks said Monday. “There’s a name change, there’s branding issues.

“When you merge two companies, management often has to be brought along, customers have to be brought along, this is no different than a corporate merger.”

The review has been sent to PC and Wildrose leadership, but was not commission by the parties, Crooks added.

Crooks said they decided to launch the review last year because of issues with donors, who didn’t want to give money because of the idea a merger couldn’t be done under Alberta’s current election laws.

Laws currently state party constituency associations and candidates can transfer assets and funds between each other, but there’s no rules on transfers between parties.

What does exist is if it’s between parties, then it becomes a contribution, which are restricted to individuals in Alberta, so a political party transferring assets would be prohibited in that transfer.

“Regulators with serious authority, such as Elections Alberta, should not be answering hypothetical questions,” he said. “They should wait until they see the facts.”

Fellow lawyer Richard Jones with the group said Elections Alberta has yet to come to a comprehensive opinion.

“I think it was an off-the-cuff opinion, without consulting solicitors initially,” he said. “We’re of the view that once Elections Alberta reviews it that really there’s no real comeback or opposition to it.”

Chief Electoral Officer Glen Resler said in response that he would review the committee’s legal opinion.

“It’s unlikely that we’d have comment directly to the report itself, where we would comment would be to the political parties if they have any specific request as far as their registration,” he said.

“We will have our own legal opinions as far as what is the true interpretation of the legislation, that may differ from other legal opinions and there’s always the capacity that this matter could go into court for clarification.”

So if a merger is technically and legally possible, what’s the problem?

“It’s the same thing that we see in every corporate merger that we’ve ever advised upon and that is persuading the shareholders and in some cases, creditors and employees, that this merger and amalgamation is a great idea,” Crooks said. “All we’ve done is show that it is possible, now the heavy lifting starts.”

Crooks added it’ll be up to Wildrose Leader Brian Jean and newly elected PC Leader Jason Kenney to form a platform that will work for all stakeholders in both parties.

Incidentally, Kenney and Jean met Monday in Edmonton and released a joint statement.

“Both leaders shared their belief that they cannot and will not negotiate a memorandum of understanding for a potential unity agreement amongst themselves, but will form discussion teams with a mandate to work towards an agreement. Details on the discussion teams will be developed in the coming days and announced by the end of the week,” the statement said.

“There is also agreement for both Wildrose and PC caucuses to work towards greater cooperation in opposing the NDP government in the legislature.”