Cameron M. Rusaw

Partner

Cameron M. Rusaw

Cameron M. Rusaw

Partner

“He’s been a great partner in terms of understanding our business. He stays very much in tune with us. He’s not so overprotective that I can’t manoeuvre, though – he’s fantastic.”
Client – Chambers Canada 2017

Canadian and international companies, both public and private, choose Cam to lead their mergers, acquisitions, private equity and venture capital deals, financings, joint ventures and information technology transactions. He is a trusted strategic partner to several Canadian and U.S. private equity firms, who regularly call him to guide their cross-border and international investments. Cam solves problems for clients in a number of industries – including pharmaceutical, retail, healthcare and technology. He works closely with legal and business teams to offer advice tailored to clients’ unique needs and goals.

Cam chairs our Lawyer Evaluation Committee and is a mentor to many younger lawyers. He is an adjunct professor at University of Toronto Faculty of Law and a contributing editor to the Canadian Institute’s M&A/Corporate Financing Journal and a frequent presenter to the American Bar Association’s M&A Committee.

Cameron M. Rusaw

Partner

“He’s been a great partner in terms of understanding our business. He stays very much in tune with us. He’s not so overprotective that I can’t manoeuvre, though – he’s fantastic.”
Client – Chambers Canada 2017

Canadian and international companies, both public and private, choose Cam to lead their mergers, acquisitions, private equity and venture capital deals, financings, joint ventures and information technology transactions. He is a trusted strategic partner to several Canadian and U.S. private equity firms, who regularly call him to guide their cross-border and international investments. Cam solves problems for clients in a number of industries – including pharmaceutical, retail, healthcare and technology. He works closely with legal and business teams to offer advice tailored to clients’ unique needs and goals.

Cam chairs our Lawyer Evaluation Committee and is a mentor to many younger lawyers. He is an adjunct professor at University of Toronto Faculty of Law and a contributing editor to the Canadian Institute’s M&A/Corporate Financing Journal and a frequent presenter to the American Bar Association’s M&A Committee.

Epiq Systems, Inc.

Acted as Canadian counsel for Epiq Systems, Inc., a global leader in the legal services industry, in its acquisition of H&A eDiscovery, a leading Canadian eDiscovery and litigation support firm.

The Sierra-Cedar Group, Inc.

Acted for The Sierra-Cedar Group, Inc., a portfolio company of Golden Gate Capital, in the sale of its Canadian subsidiary, Sierra Systems Group, Inc., to NTT DATA Services, a Texas-based recognized leader in global technology services.

Berkshire Partners

Acted as Canadian counsel to Berkshire Partners in the $800-million sale of Farm Boy, a fast-growing and successful Canadian food retailer, to Empire Company Limited.

WellSpring Pharma Services Inc.

Acted as Canadian counsel to WellSpring and its shareholders in the US$18-million sale of WellSpring Pharma Services Inc. to ANI Pharmaceuticals Inc.

Epiq Systems, Inc.

Acted as Canadian counsel for Epiq Systems, Inc., a global leader in the legal services industry, in its acquisition of Bruneau Group, Inc., a prominent bilingual Canadian settlement administrator.

Epiq Systems, Inc.

Acted as Canadian counsel for Epiq Systems, Inc., a global leader in the legal services industry, in its acquisition of Garden City Group from Crawford & Company.

Zinc Oxide LLC

Acted for Zinc Oxide LLC in its acquisition of Zochem Inc. from American Zinc Recycling LLC, creating the largest producer of zinc oxide in North America.

Kinepolis Group NV

Acted for Kinepolis Group NV in its $123-million acquisition of Landmark Cinemas Canada LP, Canada's second-largest movie theatre exhibition company.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in its acquisition of Hewitt Equipment in a $1-billion transaction that expands Toromont's Caterpillar dealership into Québec, Western Labrador and the Maritimes, and strengthens its expertise in the mining, construction, power systems and forestry sectors.

Khan Resources Inc.

Acted for Khan Resources Inc. in the proposed acquisition by Arden Holdings Ltd. of all the shares of Khan by way of plan of arrangement.

Iron Mountain Incorporated

Acted for Iron Mountain Incorporated (IRM) in connection with the divestiture of certain records and information management assets in the United States and Canada to Arkive, Inc., a portfolio company of the U.S.-based private equity firm, Summit Park Partners. The U.S. Department of Justice and Canadian Competition Bureau required these assets to be divested following IRM's US$2-billion acquisition of Recall Holdings Ltd.

Satcom Direct, Inc.

Acted for Satcom Direct, Inc., a global aeronautical communications provider, in connection with its acquisition of TrueNorth Avionics Inc.

Management Shareholders of Give and Go Prepared Foods Corp.

Acted for the Management Shareholders of Give and Go Prepared Foods Corp., a market leader in the North American bakery industry, in connection with its sale by OMERS Private Equity and Management Shareholders to Thomas H. Lee Partners, L.P.

ISE Inc.

Acted for ISE Inc., a major supplier of ergonomic office and workstation products, in connection with the sale of its business to Workrite Ergonomics, LLC, a division of Knape & Vogt Manufacturing Co., a portfolio company of Wind Point Partners.

Christie Digital Systems USA, Inc.

Acted for Christie Digital Systems USA, Inc. in connection with its sale of Matrix series projector product lines to Rockwell Collins and related commercial arrangements.

Spectrum Health Care LP

Acted for Spectrum Health Care LP in connection with its $16.5-million acquisition of the Preferred Health Care Services division of Sienna Senior Living Inc.

McKesson Corporation

Acted for McKesson Corporation, a leading international healthcare services and information technology company, in connection with its $3-billion acquisition of Rexall and Rexall Pharma Plus, which operate approximately 470 pharmacies in Canada, from Katz Group, one of Canada's largest privately owned enterprises.

Roxgold Inc.

Acted for Roxgold Inc. in connection with an $18.4-million investment in the company by International Finance Corporation (IFC), a member of the World Bank Group, by way of a non-brokered private placement of 25,783,352 units.

Kraft Canada Inc.

Acted as counsel for The Kraft Heinz Company in connection with a Canadian private placement of C$1.0 billion of senior notes issued by its subsidiary, Kraft Canada Inc., and guaranteed by The Kraft Heinz Company and Kraft Heinz Foods Company.  This private placement was part of a series of financing transactions in other jurisdictions consummated in connection with the US$54-billion merger of H.J. Heinz Company and Kraft Foods Group, Inc.

Major shareholder of Porter Aviations Holdings Inc.

Acted for a major shareholder of Porter Aviation Holdings Inc. in the sale of the passenger terminal at Billy Bishop Toronto City Airport to Nieuport Aviation Infrastructure Partners, a consortium of Canadian and international infrastructure investors, including AGF Management Ltd.'s InstarAGF Asset Management Inc.

Burger King Worldwide, Inc.

Acted for Burger King Worldwide, Inc. in connection with its acquisition of Tim Hortons Inc. for approximately US$12.5 billion, the related financing, which involved a US$3-billion preferred equity investment from Berkshire Hathaway Inc., a secured US$7.25-billion credit facility and a private placement of US$2.25 billion of second lien secured notes, and an associated tender offer for Tim Hortons' outstanding US$1.2 billion of debt securities. This transaction resulted in the creation of Restaurant Brands International, a new global company headquartered in Canada, and the third-largest quick service restaurant in the world with approximately US$23 billion in system sales and over 18,000 restaurants in 100 countries. The transaction was recognized as Global M&A Deal of the Year: Canada by The American Lawyer's 2015 Global Legal Awards.

United Technologies Corporation

Acted for United Technologies Corporation in connection with its sale of fuel cell intellectual property assets to Ballard Power Systems.

America Fujikura Ltd.

Acted as Canadian counsel for America Fujikura Ltd. in connection with its acquisition of Tier2 Technologies Ltd., a Calgary based fiber construction services firm.

Bureau Veritas SA

Acted for Bureau Veritas SA in connection with its $650-million acquisition of Maxxam Analytics International Corporation.

Confidential Client

Acted for the purchaser of residual interests from Home Trust Company in mortgage pools totalling $662.2 million originated and securitized by Home Trust Company through the NHA Mortgage Backed Securities program sponsored by Canada Mortgage and Housing Corporation.

San Antonio Internacional S.A.

Acted as Canadian counsel for San Antonio Internacional S.A. in the sale of its Columbian subsidiary, San Antonio Internacional Co. Inc. to Estrella International Energy Services Ltd. for approximately US$122 million.

Xceed Mortgage Corporation

Acted for Xceed Mortgage Corporation in connection with the $53 million acquisition of Xceed by MCAN Mortgage Corporation by way of plan of arrangement.

Cavendish Farms Corporation

Acted for Cavendish Farms Corporation in connection with its $60 million acquisition of Maple Leaf Foods Inc.'s potato processing business.

Khan Resources Inc.

Acted for Khan Resources Inc., a uranium exploration and development company focused on Mongolia, in the successful defence of a hostile takeover bid by Atomredmetzoloto JSC, a Russian state-owned enterprise, and acted for Khan Resources Inc. in connection with the "white knight" negotiated offer by way of takeover bid by CNNC Overseas Uranium Holding Ltd., an indirect wholly owned subsidiary of China National Nuclear Corporation.

Patheon Inc.

Acted for Patheon Inc. in its joint venture with Italy's BSP Pharmaceuticals, a company focussed on the development and marketing of cytotoxic pharmaceutical products.

Wellspring Pharmaceutical Corporation

Acted for WellSpring Pharmaceutical Corporation in connection with its cross-border acquisition of a portfolio of over-the-counter pharmaceutical products from McNeil Consumer Healthcare, a Johnson & Johnson company.

Patheon Inc.

Acted for Patheon Inc. in the sale of its Niagara-Burlington commercial manufacturing business to Pharmetics Inc.

Callisto Capital LP

Acted for Callisto Capital LP and the other selling shareholders in the sale of Maxxam Analytics International Corporation to OMERS Capital Partners.

Bulletin

Significant Amendments to CBCA Proposed in 2019 Federal Budget

Apr. 24, 2019 - The 2019 federal budget, announced on March 19, 2019, includes significant proposed changes to the Canada Business Corporations Act (CBCA). The proposed amendments include: codification of key elements of the 2008 decision of the Supreme Court of Canada (SCC) in BCE Inc. v 1976...

Speaking Engagement

OBA Business Law Program, Current Practice Trends In Canadian Private M&A Agreements, “Legal Trends in Canadian Private M&A Transactions”; Toronto, ON

Sept. 25, 2018

IFLR1000: Guide to the World’s Leading Financial Law Firms—Mergers and Acquisitions; Private Equity

The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada—Corporate Commercial Law

Report on Business/Lexpert Special Edition Canada’s Leading Corporate Lawyers

Lexpert Guide to US/Canada Cross-Border Lawyers in Canada—Mergers & Acquisitions

The Canadian Legal Lexpert Directory—Corporate Commercial Law (Most Frequently Recommended); Corporate Mid-Market; Mergers and Acquisitions; Private Equity

The Best Lawyers in Canada—Corporate Law; Leveraged Buyouts and Private Equity Law (Lawyer of the Year 2018, Toronto); Mergers and Acquisitions Law

Bar Admissions

Ontario, 1990

Education

Queen’s University, LLB, 1988
Queen’s University, BA (History & Economics), 1984

Professional Affiliations

American Bar Association, Fellow
Canadian IT Law Association
Canadian Venture Capital and Private Equity Association
International Bar Association

Community Involvement

Daily Bread Food Bank
The Canadian Institute, M&A/Corporate Financing Journal, contributing editor

Teaching Engagements

Cam is an adjunct professor at University of Toronto Faculty of Law, where he teaches an advanced corporate transactions course. He has also been a guest lecturer for business law courses at Queen’s University Faculty of Law, Osgoode Hall Law School and The Schulich School of Law at Dalhousie University.

“He’s been a great partner in terms of understanding our business. He stays very much in tune with us. He’s not so overprotective that I can’t manoeuvre, though – he’s fantastic.”
Client – Chambers Canada 2017

Canadian and international companies, both public and private, choose Cam to lead their mergers, acquisitions, private equity and venture capital deals, financings, joint ventures and information technology transactions. He is a trusted strategic partner to several Canadian and U.S. private equity firms, who regularly call him to guide their cross-border and international investments. Cam solves problems for clients in a number of industries – including pharmaceutical, retail, healthcare and technology. He works closely with legal and business teams to offer advice tailored to clients’ unique needs and goals.

Cam chairs our Lawyer Evaluation Committee and is a mentor to many younger lawyers. He is an adjunct professor at University of Toronto Faculty of Law and a contributing editor to the Canadian Institute’s M&A/Corporate Financing Journal and a frequent presenter to the American Bar Association’s M&A Committee.

Epiq Systems, Inc.

Acted as Canadian counsel for Epiq Systems, Inc., a global leader in the legal services industry, in its acquisition of H&A eDiscovery, a leading Canadian eDiscovery and litigation support firm.

The Sierra-Cedar Group, Inc.

Acted for The Sierra-Cedar Group, Inc., a portfolio company of Golden Gate Capital, in the sale of its Canadian subsidiary, Sierra Systems Group, Inc., to NTT DATA Services, a Texas-based recognized leader in global technology services.

Berkshire Partners

Acted as Canadian counsel to Berkshire Partners in the $800-million sale of Farm Boy, a fast-growing and successful Canadian food retailer, to Empire Company Limited.

WellSpring Pharma Services Inc.

Acted as Canadian counsel to WellSpring and its shareholders in the US$18-million sale of WellSpring Pharma Services Inc. to ANI Pharmaceuticals Inc.

Epiq Systems, Inc.

Acted as Canadian counsel for Epiq Systems, Inc., a global leader in the legal services industry, in its acquisition of Bruneau Group, Inc., a prominent bilingual Canadian settlement administrator.

Epiq Systems, Inc.

Acted as Canadian counsel for Epiq Systems, Inc., a global leader in the legal services industry, in its acquisition of Garden City Group from Crawford & Company.

Zinc Oxide LLC

Acted for Zinc Oxide LLC in its acquisition of Zochem Inc. from American Zinc Recycling LLC, creating the largest producer of zinc oxide in North America.

Kinepolis Group NV

Acted for Kinepolis Group NV in its $123-million acquisition of Landmark Cinemas Canada LP, Canada's second-largest movie theatre exhibition company.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in its acquisition of Hewitt Equipment in a $1-billion transaction that expands Toromont's Caterpillar dealership into Québec, Western Labrador and the Maritimes, and strengthens its expertise in the mining, construction, power systems and forestry sectors.

Khan Resources Inc.

Acted for Khan Resources Inc. in the proposed acquisition by Arden Holdings Ltd. of all the shares of Khan by way of plan of arrangement.

Iron Mountain Incorporated

Acted for Iron Mountain Incorporated (IRM) in connection with the divestiture of certain records and information management assets in the United States and Canada to Arkive, Inc., a portfolio company of the U.S.-based private equity firm, Summit Park Partners. The U.S. Department of Justice and Canadian Competition Bureau required these assets to be divested following IRM's US$2-billion acquisition of Recall Holdings Ltd.

Satcom Direct, Inc.

Acted for Satcom Direct, Inc., a global aeronautical communications provider, in connection with its acquisition of TrueNorth Avionics Inc.

Management Shareholders of Give and Go Prepared Foods Corp.

Acted for the Management Shareholders of Give and Go Prepared Foods Corp., a market leader in the North American bakery industry, in connection with its sale by OMERS Private Equity and Management Shareholders to Thomas H. Lee Partners, L.P.

ISE Inc.

Acted for ISE Inc., a major supplier of ergonomic office and workstation products, in connection with the sale of its business to Workrite Ergonomics, LLC, a division of Knape & Vogt Manufacturing Co., a portfolio company of Wind Point Partners.

Christie Digital Systems USA, Inc.

Acted for Christie Digital Systems USA, Inc. in connection with its sale of Matrix series projector product lines to Rockwell Collins and related commercial arrangements.

Spectrum Health Care LP

Acted for Spectrum Health Care LP in connection with its $16.5-million acquisition of the Preferred Health Care Services division of Sienna Senior Living Inc.

McKesson Corporation

Acted for McKesson Corporation, a leading international healthcare services and information technology company, in connection with its $3-billion acquisition of Rexall and Rexall Pharma Plus, which operate approximately 470 pharmacies in Canada, from Katz Group, one of Canada's largest privately owned enterprises.

Roxgold Inc.

Acted for Roxgold Inc. in connection with an $18.4-million investment in the company by International Finance Corporation (IFC), a member of the World Bank Group, by way of a non-brokered private placement of 25,783,352 units.

Kraft Canada Inc.

Acted as counsel for The Kraft Heinz Company in connection with a Canadian private placement of C$1.0 billion of senior notes issued by its subsidiary, Kraft Canada Inc., and guaranteed by The Kraft Heinz Company and Kraft Heinz Foods Company.  This private placement was part of a series of financing transactions in other jurisdictions consummated in connection with the US$54-billion merger of H.J. Heinz Company and Kraft Foods Group, Inc.

Major shareholder of Porter Aviations Holdings Inc.

Acted for a major shareholder of Porter Aviation Holdings Inc. in the sale of the passenger terminal at Billy Bishop Toronto City Airport to Nieuport Aviation Infrastructure Partners, a consortium of Canadian and international infrastructure investors, including AGF Management Ltd.'s InstarAGF Asset Management Inc.

Burger King Worldwide, Inc.

Acted for Burger King Worldwide, Inc. in connection with its acquisition of Tim Hortons Inc. for approximately US$12.5 billion, the related financing, which involved a US$3-billion preferred equity investment from Berkshire Hathaway Inc., a secured US$7.25-billion credit facility and a private placement of US$2.25 billion of second lien secured notes, and an associated tender offer for Tim Hortons' outstanding US$1.2 billion of debt securities. This transaction resulted in the creation of Restaurant Brands International, a new global company headquartered in Canada, and the third-largest quick service restaurant in the world with approximately US$23 billion in system sales and over 18,000 restaurants in 100 countries. The transaction was recognized as Global M&A Deal of the Year: Canada by The American Lawyer's 2015 Global Legal Awards.

United Technologies Corporation

Acted for United Technologies Corporation in connection with its sale of fuel cell intellectual property assets to Ballard Power Systems.

America Fujikura Ltd.

Acted as Canadian counsel for America Fujikura Ltd. in connection with its acquisition of Tier2 Technologies Ltd., a Calgary based fiber construction services firm.

Bureau Veritas SA

Acted for Bureau Veritas SA in connection with its $650-million acquisition of Maxxam Analytics International Corporation.

Confidential Client

Acted for the purchaser of residual interests from Home Trust Company in mortgage pools totalling $662.2 million originated and securitized by Home Trust Company through the NHA Mortgage Backed Securities program sponsored by Canada Mortgage and Housing Corporation.

San Antonio Internacional S.A.

Acted as Canadian counsel for San Antonio Internacional S.A. in the sale of its Columbian subsidiary, San Antonio Internacional Co. Inc. to Estrella International Energy Services Ltd. for approximately US$122 million.

Xceed Mortgage Corporation

Acted for Xceed Mortgage Corporation in connection with the $53 million acquisition of Xceed by MCAN Mortgage Corporation by way of plan of arrangement.

Cavendish Farms Corporation

Acted for Cavendish Farms Corporation in connection with its $60 million acquisition of Maple Leaf Foods Inc.'s potato processing business.

Khan Resources Inc.

Acted for Khan Resources Inc., a uranium exploration and development company focused on Mongolia, in the successful defence of a hostile takeover bid by Atomredmetzoloto JSC, a Russian state-owned enterprise, and acted for Khan Resources Inc. in connection with the "white knight" negotiated offer by way of takeover bid by CNNC Overseas Uranium Holding Ltd., an indirect wholly owned subsidiary of China National Nuclear Corporation.

Patheon Inc.

Acted for Patheon Inc. in its joint venture with Italy's BSP Pharmaceuticals, a company focussed on the development and marketing of cytotoxic pharmaceutical products.

Wellspring Pharmaceutical Corporation

Acted for WellSpring Pharmaceutical Corporation in connection with its cross-border acquisition of a portfolio of over-the-counter pharmaceutical products from McNeil Consumer Healthcare, a Johnson & Johnson company.

Patheon Inc.

Acted for Patheon Inc. in the sale of its Niagara-Burlington commercial manufacturing business to Pharmetics Inc.

Callisto Capital LP

Acted for Callisto Capital LP and the other selling shareholders in the sale of Maxxam Analytics International Corporation to OMERS Capital Partners.

Bulletin

Significant Amendments to CBCA Proposed in 2019 Federal Budget

Apr. 24, 2019 - The 2019 federal budget, announced on March 19, 2019, includes significant proposed changes to the Canada Business Corporations Act (CBCA). The proposed amendments include: codification of key elements of the 2008 decision of the Supreme Court of Canada (SCC) in BCE Inc. v 1976...

Speaking Engagement

OBA Business Law Program, Current Practice Trends In Canadian Private M&A Agreements, “Legal Trends in Canadian Private M&A Transactions”; Toronto, ON

Sept. 25, 2018

IFLR1000: Guide to the World’s Leading Financial Law Firms—Mergers and Acquisitions; Private Equity

The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada—Corporate Commercial Law

Report on Business/Lexpert Special Edition Canada’s Leading Corporate Lawyers

Lexpert Guide to US/Canada Cross-Border Lawyers in Canada—Mergers & Acquisitions

The Canadian Legal Lexpert Directory—Corporate Commercial Law (Most Frequently Recommended); Corporate Mid-Market; Mergers and Acquisitions; Private Equity

The Best Lawyers in Canada—Corporate Law; Leveraged Buyouts and Private Equity Law (Lawyer of the Year 2018, Toronto); Mergers and Acquisitions Law

Bar Admissions

Ontario, 1990

Education

Queen’s University, LLB, 1988
Queen’s University, BA (History & Economics), 1984

Professional Affiliations

American Bar Association, Fellow
Canadian IT Law Association
Canadian Venture Capital and Private Equity Association
International Bar Association

Community Involvement

Daily Bread Food Bank
The Canadian Institute, M&A/Corporate Financing Journal, contributing editor

Teaching Engagements

Cam is an adjunct professor at University of Toronto Faculty of Law, where he teaches an advanced corporate transactions course. He has also been a guest lecturer for business law courses at Queen’s University Faculty of Law, Osgoode Hall Law School and The Schulich School of Law at Dalhousie University.