For almost 40 years, clients have relied on Berl for practical, business-minded advice on their high-profile deals.
Canadian and international clients in diverse industries trust Berl’s deep knowledge and experience for their financings, mergers, acquisitions and other commercial transactions, along with ongoing day-to-day legal advice. Public companies and their shareholders call on Berl for guidance on governance concerns, and he has routinely represented both sides in high-profile public proxy fights. He also provides common-sense advice to debtors and creditors in critical financing, restructuring and insolvency situations.
Berl lends his expertise to a variety of public and private company boards, and devotes his time to community organizations. He is an adjunct professor at Osgoode Hall Law School, where he teaches an upper-year seminar on corporate governance.
Canadian stakeholder of Specialty Foods Group
Represented a large Canadian stakeholder of Specialty Foods Group (SFG) in SFG's corporate reorganization effected through a plan of arrangement under the Business Corporations Act (Ontario) and the Trustee Act (Ontario).
Pauls Corp LLC and Brian Pauls
Acted for Pauls Corp LLC and Brian Pauls in a strategic relationship between Pauls Corp and Dream Industrial REIT that provided the REIT access to the U.S. market for industrial properties, and the appointment of Brian Pauls as the Chief Executive Officer of Dream Industrial REIT.
Woodbourne Canada Partners III (CA) LP
Acting for Woodbourne Canada Partners III (CA) LP in connection with its $180-million acquisition with Tridel Builders Inc. of the residential component of The Well from RioCan REIT, Allied Properties REIT and Diamondcorp.
Acted as Canadian counsel to CAA Sports, a division of leading entertainment and sports agency Creative Artists Agency (CAA), in connection with its acquisition of ICON Venue Group, an owner's representative and project management firm.
First Quality Enterprises, Inc.
Acted as Canadian counsel to First Quality Enterprises, Inc., and its affiliates in connection with the acquisition of Fempro I Inc. and related companies.
Acted for Celestica Inc. in connection with its US$550-million amended and restated revolving credit facility agreement with a syndicate of lenders.
Acted for Celestica Inc. in connection with a US$300-million revolving credit facility agreement with a syndicate of lenders.
Acted for IKO Enterprises, the largest shareholder of Vicwest Inc., in its voting agreement with Vicwest supporting the arrangement agreement between Vicwest, Kingspan Group plc and Ag Growth International Inc., pursuant to which Kingspan has agreed to acquire all of the outstanding shares of Vicwest for a cash purchase price of approximately $224 million.
Acted for Woodbourne Capital in connection with its investment in a residential and commercial development at Montgomery Square in Toronto.
Acted for Woodbourne Capital in connection with its participation in an equity investment in, and the subordinate tranches of a $76-million loan to, a Hilton Hotel project in Calgary.
Current Trends in Shareholder Activism in Canada
May 12, 2014 - Over the last two years, the Canadian market experienced two significant proxy battles driven by activist U.S. hedge funds. In 2012, Bill Ackman’s Pershing Square Capital Management initiated a proxy challenge that successfully replaced the CEO and changed the board composition of the historic...
The Commons Institute, webinar, “Negotiating Share and Asset Purchase Agreements: Fundamental Considerations”
Feb. 27, 2014 - Download this presentation.
ISS Advises Against By-Law Restricting Shareholder Compensation of Board Nominees
Dec. 27, 2013 - Published in the Harvard Law School Forum on Corporate Governance and Financial Regulation, this article discusses recent proxy contests involving the boards of Agrium Inc. and Hess Corporation. The Agrium and Hess contests have given rise to a debate over the merits and propriety of...
By-Law Restricting Shareholder Compensation of Board Nominees Draws Negative ISS Recommendation and High Withhold Vote
Dec. 02, 2013 - In proxy contests earlier this year involving the boards of Agrium Inc. (Agrium) and Hess Corporation (Hess), the compensation by activist shareholders of their proposed director nominees was heavily criticized both by the target boards and by third party commentators. The Agrium and Hess contests...
Presentation: Shareholder Activism – Current Issues and Trends
Nov. 20, 2013 - This presentation examines shareholder activism in areas of key concern for companies and their boards of directors, including vote buying and golden leashes. Download this presentation.
International and Cross-Border Contract Formation – Essential Considerations
Feb. 27, 2013 - Over the years, Canadian clients have expanded operations internationally primarily through strategic acquisitions. In initiating those transactions, Canadian clients are likely to consult their Canadian counsel to discuss the proposed transaction and the manner in which it can best be implemented....
Co-chair, Insight Information, International Business Agreements and Commercial Ventures Conference, “International and Cross-Border Contract Formation”; Toronto, ON; Feb. 27 & 28, 2013
Feb. 27, 2013 - Download this presentation.
The Law Society of Upper Canada, Professionalism and Practice Management for Business Lawyers webinar
June 01, 2012
Insight Information, Negotiating and Drafting Major Business Agreements Conference, “International and Cross-Border Agreements”; Calgary, AB; 2011 & 2012
Jan. 01, 2012
The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada—Corporate Mid-Market (2014)
The Canadian Legal Lexpert Directory—Banking and Financial Institutions; Corporate Mid-Market; Corporate Commercial Law; Mergers and Acquisitions; Private Equity
The Best Lawyers in Canada—Banking and Finance Law; Corporate Law; Insolvency and Financial Restructuring Law; Mergers and Acquisitions Law
Martindale-Hubbell—AV Preeminent Ranking