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 and of the Montréal Talent Management and Evaluation 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 also sits on the board of the Québec Chapter of The Institute of Corporate Directors.

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 and of the Montréal Talent Management and Evaluation 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 also sits on the board of the Québec Chapter of The Institute of Corporate Directors.

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Hankook & Company Co., Ltd. and Hankook Tire & Technology Co., Ltd.

Acting as Canadian counsel to Hankook & Company Co., Ltd. and Hankook Tire & Technology Co., Ltd. in their acquisition of an interest in Preciseley Microtechnology Corporation, a developer of optic micro-electromechanical system solutions.

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Interfor Corporation

Acted for Interfor Corporation in its $490-million acquisition of 100% of the equity interests of Kelso & Company-backed EACOM Timber Corporation.

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Fonds de solidarité des travailleurs du Québec and Investissement Québec

Acted for Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Investissement Québec as private placement subscribers in mdf commerce inc.'s private placement of C$52.6 million in subscription receipts in the context of mdf's acquisition of Periscope Intermediate Corporation for a purchase price of approximately US$207.3 million.

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Sobeys Inc.

Acted for Sobeys Inc. in the acquisition of a majority interest in Ricardo Media Inc. and in connection with the related shareholders, use of intellectual property and employment arrangements.

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Resolute FP Canada Inc.

Acted for Resolute FP Canada Inc., a subsidiary of Resolute Forest Products Inc., in the sale of its pulp and paper mill located in Thorold, Ontario, to Bioveld Canada Inc., a subsidiary of Riversedge Developments Inc. 

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Hypertec Infrastructures Inc.

Acted as lead tax counsel for Hypertec Infrastructures Inc. in the sale of its data center and colocation services business to Vantage Data Centers, one of the world's leading hyperscale data center providers.

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Groupe Latécoère

Acted for Groupe Latécoère, a portfolio company of Searchlight Capital Partners, in its acquisition from Bombardier Inc. and certain of its affiliates of the assets relating to electrical wiring interconnection activities for the production of main and sub-electrical harnesses for commercial and business aviation programs.

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PSP Investments

Acted as lead counsel for PSP Investments in (i) its sale to TCorp of a 49% undivided ownership interest in eight hydroelectric generating facilities located on the Abitibi, Seine, Rainy and Winnipeg rivers in the province of Ontario and the Raft Lake, Kettle Falls and Squirrel Falls control dams and 140 km of transmission lines and control systems for these generating facilities, and (ii) the negotiation of the management and co-ownership agreements between the partners.

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Vista Equity Partners

Acted for Vista Equity Partners in its joint investment with TA Associates in Aptean, a leading global provider of mission-critical, industry-specific enterprise software solutions.

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Driven Brands Inc.

Acted for Roark Capital-backed Driven Brands Inc. in its acquisition of Clairus Canada Group, a major automotive parts, windshield repair and claims management business based in Québec.

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

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

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

July 17, 2018

Guide
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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
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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
Mobile Content:

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...

Bulletin
Mobile Content:

50-10-120: A New Code for Hostile Bids

Mar. 31, 2015 - Please note: An updated and more comprehensive discussion of this topic is available in Canadian Securities Regulators Chart New Course for Regulation of Hostile Take-over Bids . The Canadian Securities Administrators (CSA) published today for comment proposed rules to implement...

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

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

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

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The Legal 500 Canada—Capital Markets (Leading Individual); Corporate and M&A (Leading Individual)

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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; Private Equity

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Lexpert Special Edition: Finance and M&A

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

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Lexpert Zenith Award—Celebrating Women in Law (2017)

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

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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 and 2021, Montréal); Securities Law (Transactional); Venture Capital Law

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Who’s Who Legal: Canada—Mergers and Acquisitions (Most Highly Regarded); Who’s Who Legal: M&A and Governance—Mergers and Acquisitions; Who’s Who Legal: Thought Leaders—M&A and Governance

Bar Admissions
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Québec, 1987

Education
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McGill University, BCL/LLB, 1986

Professional Affiliations
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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
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The Institute of Corporate Directors, Québec Chapter, director
La Fondation Le Chaînon, director and corporate secretary
Saputo Inc., director and member of Corporate Governance and Human Resources Committee

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

Teaching Engagements
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Franziska regularly participated 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 and of the Montréal Talent Management and Evaluation 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 also sits on the board of the Québec Chapter of The Institute of Corporate Directors.

Hankook & Company Co., Ltd. and Hankook Tire & Technology Co., Ltd.

Acting as Canadian counsel to Hankook & Company Co., Ltd. and Hankook Tire & Technology Co., Ltd. in their acquisition of an interest in Preciseley Microtechnology Corporation, a developer of optic micro-electromechanical system solutions.

Interfor Corporation

Acted for Interfor Corporation in its $490-million acquisition of 100% of the equity interests of Kelso & Company-backed EACOM Timber Corporation.

Fonds de solidarité des travailleurs du Québec and Investissement Québec

Acted for Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Investissement Québec as private placement subscribers in mdf commerce inc.'s private placement of C$52.6 million in subscription receipts in the context of mdf's acquisition of Periscope Intermediate Corporation for a purchase price of approximately US$207.3 million.

Sobeys Inc.

Acted for Sobeys Inc. in the acquisition of a majority interest in Ricardo Media Inc. and in connection with the related shareholders, use of intellectual property and employment arrangements.

Resolute FP Canada Inc.

Acted for Resolute FP Canada Inc., a subsidiary of Resolute Forest Products Inc., in the sale of its pulp and paper mill located in Thorold, Ontario, to Bioveld Canada Inc., a subsidiary of Riversedge Developments Inc. 

Hypertec Infrastructures Inc.

Acted as lead tax counsel for Hypertec Infrastructures Inc. in the sale of its data center and colocation services business to Vantage Data Centers, one of the world's leading hyperscale data center providers.

Groupe Latécoère

Acted for Groupe Latécoère, a portfolio company of Searchlight Capital Partners, in its acquisition from Bombardier Inc. and certain of its affiliates of the assets relating to electrical wiring interconnection activities for the production of main and sub-electrical harnesses for commercial and business aviation programs.

PSP Investments

Acted as lead counsel for PSP Investments in (i) its sale to TCorp of a 49% undivided ownership interest in eight hydroelectric generating facilities located on the Abitibi, Seine, Rainy and Winnipeg rivers in the province of Ontario and the Raft Lake, Kettle Falls and Squirrel Falls control dams and 140 km of transmission lines and control systems for these generating facilities, and (ii) the negotiation of the management and co-ownership agreements between the partners.

Vista Equity Partners

Acted for Vista Equity Partners in its joint investment with TA Associates in Aptean, a leading global provider of mission-critical, industry-specific enterprise software solutions.

Driven Brands Inc.

Acted for Roark Capital-backed Driven Brands Inc. in its acquisition of Clairus Canada Group, a major automotive parts, windshield repair and claims management business based in Québec.

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...

Bulletin

50-10-120: A New Code for Hostile Bids

Mar. 31, 2015 - Please note: An updated and more comprehensive discussion of this topic is available in Canadian Securities Regulators Chart New Course for Regulation of Hostile Take-over Bids . The Canadian Securities Administrators (CSA) published today for comment proposed rules to implement...

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 Individual); Corporate and M&A (Leading Individual)

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; Private Equity

Lexpert Special Edition: Finance and M&A

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 Commercial Law (Most Frequently Recommended); Corporate Finance and Securities (Most Frequently Recommended); Corporate Mid-Market (Most Frequently Recommended); Mergers and Acquisitions (Most Frequently Recommended); Private Equity (Most Frequently Recommended); Investment Funds and Asset Management: Investment Funds

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 and 2021, Montréal); Securities Law (Transactional); Venture Capital Law

Who’s Who Legal: Canada—Mergers and Acquisitions (Most Highly Regarded); Who’s Who Legal: M&A and Governance—Mergers and Acquisitions; Who’s Who Legal: Thought Leaders—M&A and Governance

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

The Institute of Corporate Directors, Québec Chapter, director
La Fondation Le Chaînon, director and corporate secretary
Saputo Inc., director and member of Corporate Governance and Human Resources Committee

Community Involvement

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

Teaching Engagements

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