I. Berl Nadler

Senior Counsel

I. Berl Nadler

I. Berl Nadler

Senior Counsel

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.

I. Berl Nadler

Senior Counsel

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.

CAA Sports

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.

Celestica Inc.

Acted for Celestica Inc. in connection with its US$550-million amended and restated revolving credit facility agreement with a syndicate of lenders.

Celestica Inc.

Acted for Celestica Inc. in connection with a US$300-million revolving credit facility agreement with a syndicate of lenders.

IKO Enterprises

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.

Woodbourne Capital

Acted for Woodbourne Capital in connection with its investment in a residential and commercial development at Montgomery Square in Toronto.

Woodbourne Capital

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.

Stornoway Portfolio Management

Acting for Stornoway Portfolio Management as debentureholders of Arcan Resources Ltd. in connection with its proposed Plan of Arrangement with Aspenleaf Energy Limited.

PricewaterhouseCoopers Inc.

Acted for PricewaterhouseCoopers Inc., in its capacity as Court-appointed Monitor for 923451 Ontario Limited (formerly known as Comstock Canada Ltd.), CCL Realty Inc. and CCL Equities Inc., in connection with the sale of assets under a sale proceeding conducted pursuant to the Companies' Creditors Arrangement Act.

Kingstown Capital Management L.P.

Acted for Kingstown Capital Management L.P. in connection with its successful negotiations with the management and board of Primary Energy Recycling Corporation to appoint two directors to Primary Energy's board following its 2013 annual general meeting.

JANA Partners LLC

Acted for JANA Partners LLC in connection with its proxy campaign with respect to Agrium Inc. at the company's 2013 annual general meeting.

Mainstreet Equity Corporation

Acted for shareholders of Mainstreet Equity Corporation in connection with their concerns regarding the governance of Mainstreet.

Apollo Global Management

Acted as Canadian counsel for an affiliate of Apollo Global Management, a leading global alternative asset manager, in connection with the proposed acquisition of Cedar Fair LP, a publicly traded partnership and one of the largest regional amusement park operators in the world, in a transaction valued at approximately US$2.4 billion.

Teachers' Private Capital

Acted for Teachers' Private Capital on its acquisition of CFM Corp. in a transaction valued at US$230 million.

Article

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...

Speaking Engagement

The Commons Institute, webinar, “Negotiating Share and Asset Purchase Agreements: Fundamental Considerations”

Feb. 27, 2014 - Download this presentation.

Bulletin

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....

Speaking Engagement

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.

Speaking Engagement

The Law Society of Upper Canada, Professionalism and Practice Management for Business Lawyers webinar

June 01, 2012

Speaking Engagement

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

Bar Admissions

Ontario, 1977

Education

Harvard University, LLM, 1979
McGill University, LLB, 1975
McGill University, BCL, 1974

Professional Affiliations

International Association of Restructuring, Insolvency & Bankruptcy Professionals (INSOL International)

Board Memberships

AnorMED Inc., former director
Canron Inc., former director
Mircocell Inc., former director
The Centre for Israel and Jewish Affairs

Community Involvement

Bnei Akiva High Schools of Toronto, former president
Centre for Israel and Jewish Affairs, Greater Toronto Council, co-chair
Thomson Reuters Partner Advisory Board
World Jewish Congress, Governing Board

Teaching Engagements

Berl is an adjunct professor at Osgoode Hall Law School, where he teaches an upper-year seminar on corporate governance.

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.

CAA Sports

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.

Celestica Inc.

Acted for Celestica Inc. in connection with its US$550-million amended and restated revolving credit facility agreement with a syndicate of lenders.

Celestica Inc.

Acted for Celestica Inc. in connection with a US$300-million revolving credit facility agreement with a syndicate of lenders.

IKO Enterprises

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.

Woodbourne Capital

Acted for Woodbourne Capital in connection with its investment in a residential and commercial development at Montgomery Square in Toronto.

Woodbourne Capital

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.

Stornoway Portfolio Management

Acting for Stornoway Portfolio Management as debentureholders of Arcan Resources Ltd. in connection with its proposed Plan of Arrangement with Aspenleaf Energy Limited.

PricewaterhouseCoopers Inc.

Acted for PricewaterhouseCoopers Inc., in its capacity as Court-appointed Monitor for 923451 Ontario Limited (formerly known as Comstock Canada Ltd.), CCL Realty Inc. and CCL Equities Inc., in connection with the sale of assets under a sale proceeding conducted pursuant to the Companies' Creditors Arrangement Act.

Kingstown Capital Management L.P.

Acted for Kingstown Capital Management L.P. in connection with its successful negotiations with the management and board of Primary Energy Recycling Corporation to appoint two directors to Primary Energy's board following its 2013 annual general meeting.

JANA Partners LLC

Acted for JANA Partners LLC in connection with its proxy campaign with respect to Agrium Inc. at the company's 2013 annual general meeting.

Mainstreet Equity Corporation

Acted for shareholders of Mainstreet Equity Corporation in connection with their concerns regarding the governance of Mainstreet.

Apollo Global Management

Acted as Canadian counsel for an affiliate of Apollo Global Management, a leading global alternative asset manager, in connection with the proposed acquisition of Cedar Fair LP, a publicly traded partnership and one of the largest regional amusement park operators in the world, in a transaction valued at approximately US$2.4 billion.

Teachers' Private Capital

Acted for Teachers' Private Capital on its acquisition of CFM Corp. in a transaction valued at US$230 million.

Article

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...

Speaking Engagement

The Commons Institute, webinar, “Negotiating Share and Asset Purchase Agreements: Fundamental Considerations”

Feb. 27, 2014 - Download this presentation.

Bulletin

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....

Speaking Engagement

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.

Speaking Engagement

The Law Society of Upper Canada, Professionalism and Practice Management for Business Lawyers webinar

June 01, 2012

Speaking Engagement

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

Bar Admissions

Ontario, 1977

Education

Harvard University, LLM, 1979
McGill University, LLB, 1975
McGill University, BCL, 1974

Professional Affiliations

International Association of Restructuring, Insolvency & Bankruptcy Professionals (INSOL International)

Board Memberships

AnorMED Inc., former director
Canron Inc., former director
Mircocell Inc., former director
The Centre for Israel and Jewish Affairs

Community Involvement

Bnei Akiva High Schools of Toronto, former president
Centre for Israel and Jewish Affairs, Greater Toronto Council, co-chair
Thomson Reuters Partner Advisory Board
World Jewish Congress, Governing Board

Teaching Engagements

Berl is an adjunct professor at Osgoode Hall Law School, where he teaches an upper-year seminar on corporate governance.