Franziska Ruf

Partner

Franziska Ruf

Franziska Ruf

Partner

Franziska brings her business-minded advice to her client’s critical domestic and cross-border deals.

For more than 30 years, global clients have trusted Franziska’s advice on their Canadian and international public and private acquisitions, divestitures, securities issuances, investments and joint ventures. She frequently advises international clients on their investments in Canada. Public and private sector clients of all sizes, across diverse industries, turn to Franziska for her responsive manner and dedication.

Known for her expertise in corporate governance, Franziska regularly advises boards of directors, special committees, senior management and shareholders on a wide range of transactions, public disclosure issues and corporate governance matters.

Franziska is a member of the firm’s Management Committee. She is the former Chair of the International M&A Subcommittee of the American Bar Association and is a member of the Corporate and M&A Law committee of the International Bar Association.

Franziska Ruf

Partner

Franziska brings her business-minded advice to her client’s critical domestic and cross-border deals.

For more than 30 years, global clients have trusted Franziska’s advice on their Canadian and international public and private acquisitions, divestitures, securities issuances, investments and joint ventures. She frequently advises international clients on their investments in Canada. Public and private sector clients of all sizes, across diverse industries, turn to Franziska for her responsive manner and dedication.

Known for her expertise in corporate governance, Franziska regularly advises boards of directors, special committees, senior management and shareholders on a wide range of transactions, public disclosure issues and corporate governance matters.

Franziska is a member of the firm’s Management Committee. She is the former Chair of the International M&A Subcommittee of the American Bar Association and is a member of the Corporate and M&A Law committee of the International Bar Association.

Michelin Group

Acted for the Michelin Group in its acquisition of Camso Inc., one of the global leaders in the design, manufacturing and distribution of off-road tires, wheels, tracks and conveyer belts, for a purchase price of US$1.7 billion. Camso has facilities in more than 25 jurisdictions world-wide.

PSP Investments

Acted for PSP Investments in its strategic initiatives with Pattern Energy Group Inc., including (i) the acquisition of a 9.9% interest in Pattern Energy; (ii) the joint venture between PSP and Pattern Energy to co-invest in various renewable projects; (iii) the joint acquisition with Pattern Energy of a 51% and 49% interest, respectively, in the 179 MW Meikle wind project in British Columbia and the 143 MW Mont Sainte-Marguerite wind project in Québec; and (iv) the acquisition of 49% of the Class B interests held by Pattern in the Panhandle 2 wind project in Texas.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec in connection with an investment of $1.9 billion in SNC-Lavalin Group Inc. to finance a portion of the acquisition by SNC-Lavalin of all the share capital of WS Atkins plc. The Caisse's investment is structured as (i) a loan of $1.5 billion, secured by the value and cash flows of SNC-Lavalin's interest in the Highway 407 ETR project; and (ii) a subscription of approximately $400 million in subscription receipts of SNC-Lavalin.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec, Canada Pension Plan Investment Board and Ontario Teachers' Pension Plan in connection with a $340-million private placement of subscription receipts for the partial financing of Intact Financial Corporation's US$1.7-billion proposed acquisition of OneBeacon Insurance Group, Ltd.

Nordion Inc.

Acted for the Special Committee of the Board of Directors of Nordion Inc., a publicly-traded company based in Ottawa, Canada, in connection with its purchase by Sterigenics, a global leader in sterilization services and a portfolio company of GTCR LLC, a leading private equity firm based in Chicago, for US$826 million. Nordion is one of the world's leading producers of medical isotopes and sterilization technologies.

Caisse de dépôt et placement du Québec

Acted for the Caisse de dépôt et placement du Québec in connection with its initial $25-million investment in LASIK MD, Canada's largest vision correction leader, to help finance the acquisition of a minority interest in Vision Group Holdings, an American leader in vision correction, as well as its undertaking to provide for additional investments to finance future acquisitions.

Peds Legwear Inc.

Acted for Peds Legwear Inc. in connection with its acquisition by Gildan Activewear Inc., for an acquisition cost of US$55 million.

Vista Equity Partners III, LLC

Acted for Vista Equity Partners portfolio companies in connection with (i) an acquisition by Aptean, Inc., a leading provider of enterprise software solutions and a Vista Equity portfolio company, of the Government & Enterprise Management Solutions Division from StarDyne Technologies Inc.; and (ii) an acquisition by PowerSchool Group LLC, the leading education technology platform for K-12 and another Vista Equity portfolio company, of the SRB Education Solutions Division of StarDyne Technologies Inc.

PPG Canada Inc.

Acted for PPG Industries in connection with its agreement to sell the assets of its flat glass manufacturing and glass coating operations to Vitro S.A.B. de C.V., a leading producer of flat glass and specialty products, for approximately US$750 million in gross cash proceeds.

Novacap Industries III, L.P.

Acted for Novacap Industries III, L.P. in connection with the sale to Arlon Capital Partners of its interest in Idaho Pacific Holdings, Inc. and AgraWest Foods Ltd., manufacturers of dehydrated potato products.

Énergir Inc.

Acted for Énergir Inc. in connection with its issuance by way of private placement of (i) $800-million principal amount of short-term promissory notes to Canadian institutional investors under its commercial paper program; (ii) $100-million principal amount of 1.52% Series S senior secured obligations due in 2020 to Canadian institutional investors; (iii) $100-million principal amount of 3.30% Series R senior secured obligations due in 2045;  (iv) US$100-million principal amount of 3.22% senior secured notes due in 2024 to U.S. institutional investors; (v) $125-million principal amount of 3.28% Series T First Mortgage Bonds due 2046; and (vi) $200 million Series U first mortgage bonds due 2047.

TeleTech Holdings, Inc.

Acted for TeleTech Holdings, Inc., a leading global provider of customer experience, engagement and growth solutions, in connection with its $59-million acquisition of Atelka Enterprise Inc., a Québec-based customer experience provider of services to leading Canadian telecom, logistics and entertainment companies.

The Aldo Group Inc.

Acted for The Aldo Group Inc. in connection with the sale of its Little Burgundy division to a Canadian subsidiary of Genesco Inc., a U.S. public company.

PSP Investments

Acted for the Public Sector Pension Investment Board (PSP Investments) in connection with the sale of a portfolio of real estate assets by joint ventures between affiliates of PSP Investments and affiliates of Starlight Investments to Northern Property Real Estate Investment Trust (NPR) concurrently with NPR's acquisition of True North Apartment Real Estate Investment Trust by way of plan of arrangement to form Northview Apartment Real Estate Investment Trust, which has an enterprise value in excess of $3 billion and is the third-largest publicly-traded multi-family REIT in Canada.

Royal Greenland Seafood A/S

Acted for Royal Greenland Seafood A/S in connection with its investment in Canadian seafood producer Quin-Sea Fisheries Limited.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec (CDPQ) in (i) the sale of Knowlton Development Corporation's shares to a group of investors, including HarbourVest Partners, LLC, led by Cornell Capital LLC; and (ii) the rollover of CDPQ's shares and additional investment therein.

Vista Equity Partners III LLC

Acted for Vista Equity Partners in the carve-out sale of the vertical business applications group of its Aptean portfolio companies to a subsidiary of ESW Capital, LLC.

Vista Equity Partners III, LLC

Acted for Vista Equity Partners in the carve-out by its portfolio company, Aptean, Inc., of its public sector and healthcare business and the merger of that business with Superion, LLC, and TriTech Software Systems Inc. to form one of the largest conglomerates focused specifically on state and local governments in North America.

Golden Gate Capital

Acted as Canadian counsel to Golden Gate Capital in its acquisition of 20-20 Technologies, Inc.

Caisse de dépôt et placement du Québec

Acted for the Caisse de dépôt et placement du Québec ("CDPQ") in connection with the sale of Atrium Innovations Inc. to Nestlé S.A., for US$2.3 billion. Atrium Innovations Inc. was held by a group of investors that includes Permira Funds, CDPQ and the Fonds de solidarité des travailleurs du Québec (F.T.Q.).

Cincinnati Bell Inc.

Acted for Cincinnati Bell Inc. in its acquisition of OnX Enterprise Solutions, a leading enterprise technology services and solutions provider.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec, Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Fonds de solidarité FTQ investissements croissance I, s.e.c. in connection with the sale of the shares held by all shareholders of Distech Controls Inc. for approximately $318 million, to Acuity Brands, Inc., a NYSE-listed leading provider of lighting solutions.

Felda Global Ventures Holdings Sdn. Bhd.

Acted for Malaysia's Felda Global Ventures Holdings Sdn. Bhd., one of the largest palm plantation operators in the world, in its sale of eastern Canada's largest oilseed processing plant to Viterra Inc. for $190 million.

Zoom Media Group Inc.

Acted for Zoom Media Group Inc. in the sale of its non-fitness indoor advertising business (consisting of campus, fashion, business, medical and golf networks) to Newad Media Inc. and in the acquisition of Newad Media Inc.'s fitness indoor advertising business.

Frutarom Industries Ltd.

Acted for Frutarom Industries Ltd., one of the world's 10 largest companies operating in the global flavours and fine ingredients markets, in connection with its acquisition of substantially all of the shares of Investissements BSA Inc., a developer, manufacturer and distributor of spices and seasoning blends, with a particular focus on the areas of processed meats and convenience foods, for $42,750,000.

Logibec Inc.

Acted for the management team of Logibec Inc. in connection with the sale of Logibec Inc.'s shares to US private equity firm GI Partners. Logibec is a leading Canadian healthcare IT company specializing in the development, marketing, implementation and support of clinical and administrative information systems for the health and social services sectors.

Vision 7 International ULC

Acted for Vision 7 International ULC, a fully integrated marketing communications company, whose two major brands include Canadian marketing communication agency leader Cossette and the international PR firm Citizen Relations, in connection with its acquisition by BlueFocus Communication Group Co., Ltd., the No. 1 integrated communication and marketing services group in China.

Selex Sistemi Integrati S.P.A.

Acted for Selex ES Ltd in connection with its acquisition of TTI Tactical Technologies Inc., a developer and service provider of electronic warfare simulation software for the international electronic warfare market.

TransMontaigne Inc.

Acted as Canadian counsel to TransMontaigne Inc., a US oil pipeline and terminal company, in connection with the sale of Canterm Canadian Terminals Inc., a company with two distribution terminals for the storage and handling of refined products in Montréal and Québec City, to Royal Vopak, the world's largest independent liquid bulk tank storage service by capacity.

WSP Global Inc.

Acted for WSP Global Inc., a publicly traded global professional engineering services firm based in Montréal, Québec, in connection with its entering into of an arrangement agreement regarding the acquisition of all of the issued and outstanding shares of Focus Group Holding Inc., a multi-disciplinary engineering and consulting firm based in Alberta principally serving oil, gas and civil markets in Western Canada, for an aggregate purchase price of $366,050,000.

Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Caisse de dépôt et placement du Québec

Acted for Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Caisse de dépôt et placement du Québec in connection with the acquisition by the Permira funds of the shares of Atrium Innovations Inc. for approximately $1.1 billion by way of a plan of arrangement.

Vista Equity Partners III

Acted as Canadian counsel for Vista Equity Partners in connection with its acquisition of Qualcomm Inc.'s North and Latin American transportation and logistics business, Omnitracs Inc., for US$800 million.

Shareholders of MIP Inc. and M.I.P. Global Inc.

Acted for the shareholders of MIP Inc. in connection with the sale to Banyan Capital Partners of a majority interest in MIP Inc., a manufacturer and distributor of textile and related products for the health care industry in North America, Europe, South America, Australia and Asia. In addition to its Canadian operations, the acquired business of MIP includes subsidiaries in Germany, the UK, China and Peru.

Fonds de solidarité des travailleurs du Québec (F.T.Q.) et al.

Acted for Fonds de solidarité des travailleurs du Québec (F.T.Q.), Caisse de dépôt et placement du Québec, Enertech Capital Partners IV L.P., Export Development Canada, Fonds de solidarité FTQ investissements croissance I s.e.c., SVIC No. 25 New Technology Business Investment L.L.P. and Investments W2 Inc. in connection with their investment in the share capital of Distech Controls Inc., a Québec private company held by Étienne Veilleux and Technovator International Limited.

PPG Industries

Acted as Canadian counsel for PPG Industries in connection with its $1.05-billion acquisition of the North American architectural coatings business of AkzoNobel N.V.

Veolia Transdev

Acting for Veolia Transdev, the world's leading private player in the field of sustainable transport, in connection with its Canadian operations and acquisitions.

Mill Road Capital, L.P.

Acted for U.S.-based private equity firm Mill Road Capital, L.P. in its successful "white knight" bid for Cossette Inc. for approximately $134 million.

Article

Canada Chapter, The International Comparative Legal Guide to Corporate Governance, co-author

July 01, 2019 - Global Legal Group, 12th Ed.
Download this article.

Guide

Davies Governance Insights 2018

Oct. 03, 2018 - Davies’ annual Governance Insights reports analyze the top governance trends and issues important to Canadian boards, senior management, in-house counsel and governance observers...

Speaking Engagement

Dell Women Entrepreneur Network’s 2018 Summit, “Legal Issues that Matter Most to Women Entrepreneurs”; Toronto, ON

July 17, 2018

Guide

Davies Governance Insights 2017

Oct. 02, 2017 - Davies Governance Insights 2017 provides analysis of the top governance trends and issues important to Canadian boards, senior management and governance observers. The 2017 edition provides readers with Davies’ take on important topics ranging from shareholder engagement and activism to...

Bulletin

Canadian Securities Regulators Adopt Changes to Early Warning Rules

Feb. 26, 2016 - The Canadian Securities Administrators (CSA) announced yesterday the adoption of amendments to the early warning rules. The CSA received extensive comments from market participants and industry groups in response to the original proposals, which had been published in March 2013. In response to...

Bulletin

Take-over Bid Code Reset: 50-10-105

Feb. 25, 2016 - The Canadian Securities Administrators (CSA) have announced today the final adoption of previously proposed amendments to Canada’s take-over bid regime. The new rules are designed to shift the balance of power between target boards and shar‎eholders by extending the minimum bid period to 105 days...

Bulletin

It’s Easier to Go “Overboard”: ISS Amends Director Overboarding Policy

Nov. 18, 2015 - Today Institutional Shareholder Services Inc. (ISS) announced that, effective February 1, 2017, it will reduce the number of public company boards on which a director may serve before it recommends that shareholders withhold votes from that director under its amended Overboarded Directors Policy...

Guide

Davies Insights – Women on Boards

Sept. 22, 2014 - Corporate governance leaders in North America and abroad are facing pressure by regulators and other market participants to enhance gender diversity in public companies. While some progress has been made in the number of women holding public company leadership positions, that progress continues to...

Chambers Global: The World’s Leading Lawyers for Business—Corporate/M&A

Chambers Canada: Canada’s Leading Lawyers for Business—Corporate/Commercial: Québec (Band 1)

IFLR1000: The Guide to the World’s Leading Financial Law Firm—Capital Markets: Debt; Mergers and Acquisitions; Private Equity

The Legal 500 Canada—Capital Markets (Leading Lawyer); Corporate and M&A (Leading Lawyer); Energy: Power (Recommended)

The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada—Corporate Commercial Law; Corporate Finance and Securities; Corporate Mid-Market; Mergers and Acquisitions

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

Lexpert Guide to US/Canada Cross-Border Lawyers in Canada—Business Issues

Lexpert Zenith Award—Celebrating Women in Law (2017)

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

The Best Lawyers in Canada—Corporate Governance Practice (Lawyer of the Year 2018, Montréal); Corporate Law (Lawyer of the Year 2017 and 2020, Montréal); Leveraged Buyouts and Private Equity Law (Lawyer of the Year 2019, Montréal); Mergers and Acquisitions Law (Lawyer of the Year 2018, Montréal); Securities Law (Transactional); Venture Capital Law

Who’s Who Legal: Canada— Mergers and Acquisitions; Who’s Who Legal: Corporate—Mergers and Acquisitions

Bar Admissions

Québec, 1987

Education

McGill University, BCL/LLB, 1986

Professional Affiliations

International Bar Association, Corporate and M&A Committee
American Bar Association, Acquisitions of Public Companies Subcommittee, former member
American Bar Association, International M&A Subcommittee, former Chair
American Bar Association, Women in M&A Task Force, former member
Autorité des marchés financiers, Legal Advisory Committee, former member
Women Corporate Directors

Board Memberships

La Fondation Le Chaînon, director and secretary
Saputo Inc., director and Corporate Governance and Human Resources Committee member

Community Involvement

Concordia University, University Human Research Ethics Committee (UHREC), former community member

Teaching Engagements

Franziska regularly participates on a panel that stages a mock M&A negotiation at Columbia Law School and at Stanford Law School.

Franziska brings her business-minded advice to her client’s critical domestic and cross-border deals.

For more than 30 years, global clients have trusted Franziska’s advice on their Canadian and international public and private acquisitions, divestitures, securities issuances, investments and joint ventures. She frequently advises international clients on their investments in Canada. Public and private sector clients of all sizes, across diverse industries, turn to Franziska for her responsive manner and dedication.

Known for her expertise in corporate governance, Franziska regularly advises boards of directors, special committees, senior management and shareholders on a wide range of transactions, public disclosure issues and corporate governance matters.

Franziska is a member of the firm’s Management Committee. She is the former Chair of the International M&A Subcommittee of the American Bar Association and is a member of the Corporate and M&A Law committee of the International Bar Association.

Michelin Group

Acted for the Michelin Group in its acquisition of Camso Inc., one of the global leaders in the design, manufacturing and distribution of off-road tires, wheels, tracks and conveyer belts, for a purchase price of US$1.7 billion. Camso has facilities in more than 25 jurisdictions world-wide.

PSP Investments

Acted for PSP Investments in its strategic initiatives with Pattern Energy Group Inc., including (i) the acquisition of a 9.9% interest in Pattern Energy; (ii) the joint venture between PSP and Pattern Energy to co-invest in various renewable projects; (iii) the joint acquisition with Pattern Energy of a 51% and 49% interest, respectively, in the 179 MW Meikle wind project in British Columbia and the 143 MW Mont Sainte-Marguerite wind project in Québec; and (iv) the acquisition of 49% of the Class B interests held by Pattern in the Panhandle 2 wind project in Texas.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec in connection with an investment of $1.9 billion in SNC-Lavalin Group Inc. to finance a portion of the acquisition by SNC-Lavalin of all the share capital of WS Atkins plc. The Caisse's investment is structured as (i) a loan of $1.5 billion, secured by the value and cash flows of SNC-Lavalin's interest in the Highway 407 ETR project; and (ii) a subscription of approximately $400 million in subscription receipts of SNC-Lavalin.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec, Canada Pension Plan Investment Board and Ontario Teachers' Pension Plan in connection with a $340-million private placement of subscription receipts for the partial financing of Intact Financial Corporation's US$1.7-billion proposed acquisition of OneBeacon Insurance Group, Ltd.

Nordion Inc.

Acted for the Special Committee of the Board of Directors of Nordion Inc., a publicly-traded company based in Ottawa, Canada, in connection with its purchase by Sterigenics, a global leader in sterilization services and a portfolio company of GTCR LLC, a leading private equity firm based in Chicago, for US$826 million. Nordion is one of the world's leading producers of medical isotopes and sterilization technologies.

Caisse de dépôt et placement du Québec

Acted for the Caisse de dépôt et placement du Québec in connection with its initial $25-million investment in LASIK MD, Canada's largest vision correction leader, to help finance the acquisition of a minority interest in Vision Group Holdings, an American leader in vision correction, as well as its undertaking to provide for additional investments to finance future acquisitions.

Peds Legwear Inc.

Acted for Peds Legwear Inc. in connection with its acquisition by Gildan Activewear Inc., for an acquisition cost of US$55 million.

Vista Equity Partners III, LLC

Acted for Vista Equity Partners portfolio companies in connection with (i) an acquisition by Aptean, Inc., a leading provider of enterprise software solutions and a Vista Equity portfolio company, of the Government & Enterprise Management Solutions Division from StarDyne Technologies Inc.; and (ii) an acquisition by PowerSchool Group LLC, the leading education technology platform for K-12 and another Vista Equity portfolio company, of the SRB Education Solutions Division of StarDyne Technologies Inc.

PPG Canada Inc.

Acted for PPG Industries in connection with its agreement to sell the assets of its flat glass manufacturing and glass coating operations to Vitro S.A.B. de C.V., a leading producer of flat glass and specialty products, for approximately US$750 million in gross cash proceeds.

Novacap Industries III, L.P.

Acted for Novacap Industries III, L.P. in connection with the sale to Arlon Capital Partners of its interest in Idaho Pacific Holdings, Inc. and AgraWest Foods Ltd., manufacturers of dehydrated potato products.

Énergir Inc.

Acted for Énergir Inc. in connection with its issuance by way of private placement of (i) $800-million principal amount of short-term promissory notes to Canadian institutional investors under its commercial paper program; (ii) $100-million principal amount of 1.52% Series S senior secured obligations due in 2020 to Canadian institutional investors; (iii) $100-million principal amount of 3.30% Series R senior secured obligations due in 2045;  (iv) US$100-million principal amount of 3.22% senior secured notes due in 2024 to U.S. institutional investors; (v) $125-million principal amount of 3.28% Series T First Mortgage Bonds due 2046; and (vi) $200 million Series U first mortgage bonds due 2047.

TeleTech Holdings, Inc.

Acted for TeleTech Holdings, Inc., a leading global provider of customer experience, engagement and growth solutions, in connection with its $59-million acquisition of Atelka Enterprise Inc., a Québec-based customer experience provider of services to leading Canadian telecom, logistics and entertainment companies.

The Aldo Group Inc.

Acted for The Aldo Group Inc. in connection with the sale of its Little Burgundy division to a Canadian subsidiary of Genesco Inc., a U.S. public company.

PSP Investments

Acted for the Public Sector Pension Investment Board (PSP Investments) in connection with the sale of a portfolio of real estate assets by joint ventures between affiliates of PSP Investments and affiliates of Starlight Investments to Northern Property Real Estate Investment Trust (NPR) concurrently with NPR's acquisition of True North Apartment Real Estate Investment Trust by way of plan of arrangement to form Northview Apartment Real Estate Investment Trust, which has an enterprise value in excess of $3 billion and is the third-largest publicly-traded multi-family REIT in Canada.

Royal Greenland Seafood A/S

Acted for Royal Greenland Seafood A/S in connection with its investment in Canadian seafood producer Quin-Sea Fisheries Limited.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec (CDPQ) in (i) the sale of Knowlton Development Corporation's shares to a group of investors, including HarbourVest Partners, LLC, led by Cornell Capital LLC; and (ii) the rollover of CDPQ's shares and additional investment therein.

Vista Equity Partners III LLC

Acted for Vista Equity Partners in the carve-out sale of the vertical business applications group of its Aptean portfolio companies to a subsidiary of ESW Capital, LLC.

Vista Equity Partners III, LLC

Acted for Vista Equity Partners in the carve-out by its portfolio company, Aptean, Inc., of its public sector and healthcare business and the merger of that business with Superion, LLC, and TriTech Software Systems Inc. to form one of the largest conglomerates focused specifically on state and local governments in North America.

Golden Gate Capital

Acted as Canadian counsel to Golden Gate Capital in its acquisition of 20-20 Technologies, Inc.

Caisse de dépôt et placement du Québec

Acted for the Caisse de dépôt et placement du Québec ("CDPQ") in connection with the sale of Atrium Innovations Inc. to Nestlé S.A., for US$2.3 billion. Atrium Innovations Inc. was held by a group of investors that includes Permira Funds, CDPQ and the Fonds de solidarité des travailleurs du Québec (F.T.Q.).

Cincinnati Bell Inc.

Acted for Cincinnati Bell Inc. in its acquisition of OnX Enterprise Solutions, a leading enterprise technology services and solutions provider.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec, Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Fonds de solidarité FTQ investissements croissance I, s.e.c. in connection with the sale of the shares held by all shareholders of Distech Controls Inc. for approximately $318 million, to Acuity Brands, Inc., a NYSE-listed leading provider of lighting solutions.

Felda Global Ventures Holdings Sdn. Bhd.

Acted for Malaysia's Felda Global Ventures Holdings Sdn. Bhd., one of the largest palm plantation operators in the world, in its sale of eastern Canada's largest oilseed processing plant to Viterra Inc. for $190 million.

Zoom Media Group Inc.

Acted for Zoom Media Group Inc. in the sale of its non-fitness indoor advertising business (consisting of campus, fashion, business, medical and golf networks) to Newad Media Inc. and in the acquisition of Newad Media Inc.'s fitness indoor advertising business.

Frutarom Industries Ltd.

Acted for Frutarom Industries Ltd., one of the world's 10 largest companies operating in the global flavours and fine ingredients markets, in connection with its acquisition of substantially all of the shares of Investissements BSA Inc., a developer, manufacturer and distributor of spices and seasoning blends, with a particular focus on the areas of processed meats and convenience foods, for $42,750,000.

Logibec Inc.

Acted for the management team of Logibec Inc. in connection with the sale of Logibec Inc.'s shares to US private equity firm GI Partners. Logibec is a leading Canadian healthcare IT company specializing in the development, marketing, implementation and support of clinical and administrative information systems for the health and social services sectors.

Vision 7 International ULC

Acted for Vision 7 International ULC, a fully integrated marketing communications company, whose two major brands include Canadian marketing communication agency leader Cossette and the international PR firm Citizen Relations, in connection with its acquisition by BlueFocus Communication Group Co., Ltd., the No. 1 integrated communication and marketing services group in China.

Selex Sistemi Integrati S.P.A.

Acted for Selex ES Ltd in connection with its acquisition of TTI Tactical Technologies Inc., a developer and service provider of electronic warfare simulation software for the international electronic warfare market.

TransMontaigne Inc.

Acted as Canadian counsel to TransMontaigne Inc., a US oil pipeline and terminal company, in connection with the sale of Canterm Canadian Terminals Inc., a company with two distribution terminals for the storage and handling of refined products in Montréal and Québec City, to Royal Vopak, the world's largest independent liquid bulk tank storage service by capacity.

WSP Global Inc.

Acted for WSP Global Inc., a publicly traded global professional engineering services firm based in Montréal, Québec, in connection with its entering into of an arrangement agreement regarding the acquisition of all of the issued and outstanding shares of Focus Group Holding Inc., a multi-disciplinary engineering and consulting firm based in Alberta principally serving oil, gas and civil markets in Western Canada, for an aggregate purchase price of $366,050,000.

Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Caisse de dépôt et placement du Québec

Acted for Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Caisse de dépôt et placement du Québec in connection with the acquisition by the Permira funds of the shares of Atrium Innovations Inc. for approximately $1.1 billion by way of a plan of arrangement.

Vista Equity Partners III

Acted as Canadian counsel for Vista Equity Partners in connection with its acquisition of Qualcomm Inc.'s North and Latin American transportation and logistics business, Omnitracs Inc., for US$800 million.

Shareholders of MIP Inc. and M.I.P. Global Inc.

Acted for the shareholders of MIP Inc. in connection with the sale to Banyan Capital Partners of a majority interest in MIP Inc., a manufacturer and distributor of textile and related products for the health care industry in North America, Europe, South America, Australia and Asia. In addition to its Canadian operations, the acquired business of MIP includes subsidiaries in Germany, the UK, China and Peru.

Fonds de solidarité des travailleurs du Québec (F.T.Q.) et al.

Acted for Fonds de solidarité des travailleurs du Québec (F.T.Q.), Caisse de dépôt et placement du Québec, Enertech Capital Partners IV L.P., Export Development Canada, Fonds de solidarité FTQ investissements croissance I s.e.c., SVIC No. 25 New Technology Business Investment L.L.P. and Investments W2 Inc. in connection with their investment in the share capital of Distech Controls Inc., a Québec private company held by Étienne Veilleux and Technovator International Limited.

PPG Industries

Acted as Canadian counsel for PPG Industries in connection with its $1.05-billion acquisition of the North American architectural coatings business of AkzoNobel N.V.

Veolia Transdev

Acting for Veolia Transdev, the world's leading private player in the field of sustainable transport, in connection with its Canadian operations and acquisitions.

Mill Road Capital, L.P.

Acted for U.S.-based private equity firm Mill Road Capital, L.P. in its successful "white knight" bid for Cossette Inc. for approximately $134 million.

Article

Canada Chapter, The International Comparative Legal Guide to Corporate Governance, co-author

July 01, 2019 - Global Legal Group, 12th Ed.
Download this article.

Guide

Davies Governance Insights 2018

Oct. 03, 2018 - Davies’ annual Governance Insights reports analyze the top governance trends and issues important to Canadian boards, senior management, in-house counsel and governance observers...

Speaking Engagement

Dell Women Entrepreneur Network’s 2018 Summit, “Legal Issues that Matter Most to Women Entrepreneurs”; Toronto, ON

July 17, 2018

Guide

Davies Governance Insights 2017

Oct. 02, 2017 - Davies Governance Insights 2017 provides analysis of the top governance trends and issues important to Canadian boards, senior management and governance observers. The 2017 edition provides readers with Davies’ take on important topics ranging from shareholder engagement and activism to...

Bulletin

Canadian Securities Regulators Adopt Changes to Early Warning Rules

Feb. 26, 2016 - The Canadian Securities Administrators (CSA) announced yesterday the adoption of amendments to the early warning rules. The CSA received extensive comments from market participants and industry groups in response to the original proposals, which had been published in March 2013. In response to...

Bulletin

Take-over Bid Code Reset: 50-10-105

Feb. 25, 2016 - The Canadian Securities Administrators (CSA) have announced today the final adoption of previously proposed amendments to Canada’s take-over bid regime. The new rules are designed to shift the balance of power between target boards and shar‎eholders by extending the minimum bid period to 105 days...

Bulletin

It’s Easier to Go “Overboard”: ISS Amends Director Overboarding Policy

Nov. 18, 2015 - Today Institutional Shareholder Services Inc. (ISS) announced that, effective February 1, 2017, it will reduce the number of public company boards on which a director may serve before it recommends that shareholders withhold votes from that director under its amended Overboarded Directors Policy...

Guide

Davies Insights – Women on Boards

Sept. 22, 2014 - Corporate governance leaders in North America and abroad are facing pressure by regulators and other market participants to enhance gender diversity in public companies. While some progress has been made in the number of women holding public company leadership positions, that progress continues to...

Chambers Global: The World’s Leading Lawyers for Business—Corporate/M&A

Chambers Canada: Canada’s Leading Lawyers for Business—Corporate/Commercial: Québec (Band 1)

IFLR1000: The Guide to the World’s Leading Financial Law Firm—Capital Markets: Debt; Mergers and Acquisitions; Private Equity

The Legal 500 Canada—Capital Markets (Leading Lawyer); Corporate and M&A (Leading Lawyer); Energy: Power (Recommended)

The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada—Corporate Commercial Law; Corporate Finance and Securities; Corporate Mid-Market; Mergers and Acquisitions

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

Lexpert Guide to US/Canada Cross-Border Lawyers in Canada—Business Issues

Lexpert Zenith Award—Celebrating Women in Law (2017)

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

The Best Lawyers in Canada—Corporate Governance Practice (Lawyer of the Year 2018, Montréal); Corporate Law (Lawyer of the Year 2017 and 2020, Montréal); Leveraged Buyouts and Private Equity Law (Lawyer of the Year 2019, Montréal); Mergers and Acquisitions Law (Lawyer of the Year 2018, Montréal); Securities Law (Transactional); Venture Capital Law

Who’s Who Legal: Canada— Mergers and Acquisitions; Who’s Who Legal: Corporate—Mergers and Acquisitions

Bar Admissions

Québec, 1987

Education

McGill University, BCL/LLB, 1986

Professional Affiliations

International Bar Association, Corporate and M&A Committee
American Bar Association, Acquisitions of Public Companies Subcommittee, former member
American Bar Association, International M&A Subcommittee, former Chair
American Bar Association, Women in M&A Task Force, former member
Autorité des marchés financiers, Legal Advisory Committee, former member
Women Corporate Directors

Board Memberships

La Fondation Le Chaînon, director and secretary
Saputo Inc., director and Corporate Governance and Human Resources Committee member

Community Involvement

Concordia University, University Human Research Ethics Committee (UHREC), former community member

Teaching Engagements

Franziska regularly participates on a panel that stages a mock M&A negotiation at Columbia Law School and at Stanford Law School.