Jennifer F. Longhurst

Partner

Jennifer F. Longhurst

Jennifer F. Longhurst

Partner

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Bar Admissions
  • Ontario, 2003

“Extremely knowledgeable” with a “prodigious ability to accumulate and distill information and keep the process moving.”
Client – Chambers Global 2016

Jennifer advises acquirers, targets, investors, boards and special committees on contested and friendly public and private mergers and acquisitions, shareholder activism and engagement, equity and debt financings, and private equity matters. She regularly counsels on securities law and public reporting, both in ordinary course and complex situations. Widely regarded for her expertise in corporate governance, Jennifer guides management, boards and committees on the full array of corporate governance issues and best practices, including in response to shareholder activism and transactional matters. Jennifer has also been involved in some of the highest profile domestic and cross-border contested situations, including take-over bids and proxy contests.

Clients choose Jennifer’s business-minded approach for complex transactions, especially those involving assets and operations in multiple jurisdictions. Her experience spans a wide range of industries – including mining and energy, retail, financial services, pharmaceutical, private equity, real estate and manufacturing.

Jennifer teaches the corporate transactions course at Osgoode Hall Law School’s Professional Development LLM program. She is also a member of the Securities Advisory Committee of the OSC.

Jennifer F. Longhurst

Partner

“Extremely knowledgeable” with a “prodigious ability to accumulate and distill information and keep the process moving.”
Client – Chambers Global 2016

Jennifer advises acquirers, targets, investors, boards and special committees on contested and friendly public and private mergers and acquisitions, shareholder activism and engagement, equity and debt financings, and private equity matters. She regularly counsels on securities law and public reporting, both in ordinary course and complex situations. Widely regarded for her expertise in corporate governance, Jennifer guides management, boards and committees on the full array of corporate governance issues and best practices, including in response to shareholder activism and transactional matters. Jennifer has also been involved in some of the highest profile domestic and cross-border contested situations, including take-over bids and proxy contests.

Clients choose Jennifer’s business-minded approach for complex transactions, especially those involving assets and operations in multiple jurisdictions. Her experience spans a wide range of industries – including mining and energy, retail, financial services, pharmaceutical, private equity, real estate and manufacturing.

Jennifer teaches the corporate transactions course at Osgoode Hall Law School’s Professional Development LLM program. She is also a member of the Securities Advisory Committee of the OSC.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its all-cash acquisition of TMAC Resources Inc. by way of assignment to Agnico Eagle from Shandong Gold of an arrangement agreement between Shandong Gold and TMAC pursuant to a court-approved plan of arrangement under the Business Corporations Act (Ontario). The transaction had a total equity value of approximately C$287 million and, in connection with the acquisition, Agnico Eagle also retired TMAC's outstanding debt and deferred interest of approximately US$135 million.

TransAlta Corporation

Acted for TransAlta Corporation in the strategic partnership with Brookfield Renewable Partners and its institutional partners, and the associated $750-million investment by Brookfield in TransAlta to advance TransAlta's transition to clean energy. The investment will occur in two tranches (i) $350 million in the form of exchangeable debentures at first closing expected in May 2019; and (ii) $400 million in the form of redeemable preferred shares at second closing expected in October 2020.

TransAlta Corporation

Acted for TransAlta Corporation in connection with the activist campaign, threatened proxy contest and contested meeting by Mangrove Partners and Bluescape Energy Partners with respect to TransAlta's 2019 annual and special meeting.

M&G Investment Management Limited

Acted for M&G Investment Management Limited, a U.K.-based investment manager with US$338 billion of assets under management, in its proxy campaign with respect to Methanex Corporation at the company's 2019 annual general meeting. The contest was successfully settled with M&G gaining two seats on the board of Methanex.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with its $3.9-billion acquisition with Yamana Gold Inc. of Osisko Mining Corporation. The transaction involved the formation of a 50-50 partnership between Agnico Eagle and Yamana which will hold and operate the Canadian Malartic mine. The transaction also resulted in a spin-out of a new TSX-listed company called Osisko Gold Royalties Ltd. which will continue to hold a 5% royalty interest in the Canadian Malartic gold property as well as exploration assets in Mexico.

Waratah Capital Advisors Ltd.

Acted for Waratah Capital in the formation of the Royalty Capital Limited Partnerships, each of which invests in Lithium Royalty Corporation.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its acquisition of all of the exploration assets of Canadian Malartic Corporation, including the Kirkland Lake and Hammond Reef projects, for an aggregate purchase price of US$325 million.

Northleaf Capital Partners

Acted for Northleaf Capital Partners in connection with the establishment of a US$1.4-billion Northleaf global private credit program and Northleaf's related acquisition, through a new Northleaf-managed investment fund, of a 16% equity stake in Antares Holdings from CPPIB Credit Investments Inc.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its sale to Royal Gold, Inc. of a portfolio of royalties on 72 properties located in six different countries in exchange for US$150 million cash and a significant reduction in certain royalties otherwise payable to Royal Gold on properties owned by Barrick.

Khan Resources Inc.

Acted for Khan Resources Inc. in its unsolicited share exchange takeover bid for Western Prospector Group Ltd.

Input Capital Corp.

Acting for the independent committee of the board of directors of Input Capital Corp. in its acquisition of all the issued and outstanding shares of SRG Security Resource Group Inc.. in exchange for 50% cash and 50% shares of Input Capital.

Turquoise Hill Resources Ltd.

Acted for Turquoise Hill Resources Ltd. in connection with Pentwater Capital Management's activist campaign and proxy contest with respect to Turquoise Hill's contested 2020 annual and special meeting.

Mistango River Resources Inc. and Orefinders Resources Inc.

Appointed by the Ontario Superior Court of Justice on application by shareholder activist Orefinders Resources Inc. to act as Independent Chair of the adjourned contested annual shareholders' meeting of Mistango River Resources Inc., at which Orefinders replaced the four-person board of directors with four new directors nominated by Orefinders, including its principals Stephen Stewart and Alex Stewart.

Plastic Moulders Limited

Acted for Plastic Moulders Limited in connection with its successful approximately $40-million sale by its shareholders, including Richardson Capital, to Amcor Packaging Investments Inc., a subsidiary of Amcor Limited.

Danier Leather Inc.

Acted for Danier Leather Inc. in connection with an amended and restated secured asset-based loan facility for an initial commitment of up to $35 million.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with its successful acquisition by plan of arrangement of TSX-V listed company Soltoro Ltd. for total consideration of approximately $32 million, consisting of shares of Agnico Eagle, cash and shares of a newly-formed SpinCo. As a result of the transaction, Agnico Eagle acquired the exploration projects held by Soltoro in Jalisco State, Mexico, including the El Rayo silver-gold project.

Bulletin

Ontario Government “Budgets” a Few Words for Capital Markets Modernization

Mar. 26, 2021 - The Ontario government’s 2021 budget was delivered on March 24, 2021. Although there was no doubt that the focus of the budget would be on the ongoing health concerns and economic impact of the COVID-19 pandemic, market participants wondered whether it would address the recommendations in the...

Guide

Davies Governance Insights 2020, lead author

Oct. 05, 2020 - Davies Governance Insights 2020 provides a comprehensive analysis of the trends and developments that have shaped the corporate governance landscape and those that are expected to define the next decade. Against the backdrop of the COVID-19 crisis, this year’s report explores key issues...

Speaking Engagement

Canadian Lawyer, “COVID-19: M&A Trends and Opportunistic Dealmaking”; Online event

June 17, 2020

Bulletin

Canadian Directors Should Heed Recent U.S. Caremark Litigation

June 05, 2020 - Over the past year there has been a noticeable uptick in claims permitted by Delaware courts alleging a failure by directors to make a good faith effort to monitor corporate operations – otherwise known as a Caremark claim. 1 A Caremark claim is founded on the principle that...

Bulletin

Directors’ Duties and Governance Best Practices in Response to COVID-19

Mar. 30, 2020 - The COVID-19 pandemic is presenting many unique challenges to directors in their efforts to strike the right balance between fulfilling their oversight responsibilities and allowing management to run the day-to-day operations. Finding this balance can be difficult for directors as the impact of...

Bulletin

Let’s Get Practical: Moving to Virtual AGMs in Response to COVID-19

Mar. 23, 2020 - As the COVID-19 global health pandemic continues, companies are having to respond to a constantly evolving situation. For Canadian and U.S. public companies, this includes having to make quick decisions about when and how to hold their 2020 annual shareholder meetings (AGMs), while at the same...

In the News

Jennifer Longhurst Quoted in The Globe and Mail’s Board Games Report

Nov. 26, 2019 - Davies partner Jennifer Longhurst’s expert insights on board diversity were featured this week in an article published by The Globe and Mail as part of its annual Board Games coverage. Jennifer notes that some companies may struggle to comply with the new federal rules coming into effect...

Speaking Engagement

Skytop Strategies, Shareholder Activism Conference, “When to Settle, When to Fight: The Expert’s Playbook”; New York, NY

Nov. 19, 2019

Guide

Davies Governance Insights 2019, lead co-author

Oct. 03, 2019 - Davies Governance Insights 2019 is a comprehensive report that analyzes the governance trends and issues most important to Canadian public companies. Now in its ninth edition, Governance Insights is designed to be a playbook for navigating the diverse and complex challenges facing...

Lexpert Special Edition: Finance and M&A

Lexpert Special Edition: Mining

Lexpert Zenith Award—Mid-Career Excellence in M&A (2018)

The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Finance and Securities; Mergers and Acquisitions

The Best Lawyers in Canada—Corporate Law; Mergers and Acquisitions Law; Mining Law

Canadian Dealmakers—Deal Team of the Year (2007)

Bar Admissions

Ontario, 2003

Education

University of Toronto, JD (Highest Standing in Corporate and Commercial Law), 2002
McMaster University, MA (Political Theory) (with Distinction), 1998
McMaster University, BA (Hons) (Political Science) (Dean’s List), 1997

Professional Affiliations

American Bar Association
Canadian Bar Association
Ontario Bar Association
Women in Capital Markets
Women in Mining

Community Involvement

American Bar Association, Corporate Governance Committee
Canadian Bar Association, Corporate Governance Committee
Malachy’s Soiree, Cabinet Member
Ontario Bar Association, Corporate Governance Committee
Ontario Securities Commission, Securities Advisory Committee
Royal Ontario Museum, Royal Patrons Circle Committee

Teaching Engagements

Jennifer is the instructor in corporate transactions for the Osgoode Hall Law School’s Professional Development LLM program and has been a guest lecturer for the program on corporate governance and shareholder activism. She speaks at numerous conferences and professional development programs.

“Extremely knowledgeable” with a “prodigious ability to accumulate and distill information and keep the process moving.”
Client – Chambers Global 2016

Jennifer advises acquirers, targets, investors, boards and special committees on contested and friendly public and private mergers and acquisitions, shareholder activism and engagement, equity and debt financings, and private equity matters. She regularly counsels on securities law and public reporting, both in ordinary course and complex situations. Widely regarded for her expertise in corporate governance, Jennifer guides management, boards and committees on the full array of corporate governance issues and best practices, including in response to shareholder activism and transactional matters. Jennifer has also been involved in some of the highest profile domestic and cross-border contested situations, including take-over bids and proxy contests.

Clients choose Jennifer’s business-minded approach for complex transactions, especially those involving assets and operations in multiple jurisdictions. Her experience spans a wide range of industries – including mining and energy, retail, financial services, pharmaceutical, private equity, real estate and manufacturing.

Jennifer teaches the corporate transactions course at Osgoode Hall Law School’s Professional Development LLM program. She is also a member of the Securities Advisory Committee of the OSC.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its all-cash acquisition of TMAC Resources Inc. by way of assignment to Agnico Eagle from Shandong Gold of an arrangement agreement between Shandong Gold and TMAC pursuant to a court-approved plan of arrangement under the Business Corporations Act (Ontario). The transaction had a total equity value of approximately C$287 million and, in connection with the acquisition, Agnico Eagle also retired TMAC's outstanding debt and deferred interest of approximately US$135 million.

TransAlta Corporation

Acted for TransAlta Corporation in the strategic partnership with Brookfield Renewable Partners and its institutional partners, and the associated $750-million investment by Brookfield in TransAlta to advance TransAlta's transition to clean energy. The investment will occur in two tranches (i) $350 million in the form of exchangeable debentures at first closing expected in May 2019; and (ii) $400 million in the form of redeemable preferred shares at second closing expected in October 2020.

TransAlta Corporation

Acted for TransAlta Corporation in connection with the activist campaign, threatened proxy contest and contested meeting by Mangrove Partners and Bluescape Energy Partners with respect to TransAlta's 2019 annual and special meeting.

M&G Investment Management Limited

Acted for M&G Investment Management Limited, a U.K.-based investment manager with US$338 billion of assets under management, in its proxy campaign with respect to Methanex Corporation at the company's 2019 annual general meeting. The contest was successfully settled with M&G gaining two seats on the board of Methanex.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with its $3.9-billion acquisition with Yamana Gold Inc. of Osisko Mining Corporation. The transaction involved the formation of a 50-50 partnership between Agnico Eagle and Yamana which will hold and operate the Canadian Malartic mine. The transaction also resulted in a spin-out of a new TSX-listed company called Osisko Gold Royalties Ltd. which will continue to hold a 5% royalty interest in the Canadian Malartic gold property as well as exploration assets in Mexico.

Waratah Capital Advisors Ltd.

Acted for Waratah Capital in the formation of the Royalty Capital Limited Partnerships, each of which invests in Lithium Royalty Corporation.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its acquisition of all of the exploration assets of Canadian Malartic Corporation, including the Kirkland Lake and Hammond Reef projects, for an aggregate purchase price of US$325 million.

Northleaf Capital Partners

Acted for Northleaf Capital Partners in connection with the establishment of a US$1.4-billion Northleaf global private credit program and Northleaf's related acquisition, through a new Northleaf-managed investment fund, of a 16% equity stake in Antares Holdings from CPPIB Credit Investments Inc.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its sale to Royal Gold, Inc. of a portfolio of royalties on 72 properties located in six different countries in exchange for US$150 million cash and a significant reduction in certain royalties otherwise payable to Royal Gold on properties owned by Barrick.

Khan Resources Inc.

Acted for Khan Resources Inc. in its unsolicited share exchange takeover bid for Western Prospector Group Ltd.

Input Capital Corp.

Acting for the independent committee of the board of directors of Input Capital Corp. in its acquisition of all the issued and outstanding shares of SRG Security Resource Group Inc.. in exchange for 50% cash and 50% shares of Input Capital.

Turquoise Hill Resources Ltd.

Acted for Turquoise Hill Resources Ltd. in connection with Pentwater Capital Management's activist campaign and proxy contest with respect to Turquoise Hill's contested 2020 annual and special meeting.

Mistango River Resources Inc. and Orefinders Resources Inc.

Appointed by the Ontario Superior Court of Justice on application by shareholder activist Orefinders Resources Inc. to act as Independent Chair of the adjourned contested annual shareholders' meeting of Mistango River Resources Inc., at which Orefinders replaced the four-person board of directors with four new directors nominated by Orefinders, including its principals Stephen Stewart and Alex Stewart.

Plastic Moulders Limited

Acted for Plastic Moulders Limited in connection with its successful approximately $40-million sale by its shareholders, including Richardson Capital, to Amcor Packaging Investments Inc., a subsidiary of Amcor Limited.

Danier Leather Inc.

Acted for Danier Leather Inc. in connection with an amended and restated secured asset-based loan facility for an initial commitment of up to $35 million.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with its successful acquisition by plan of arrangement of TSX-V listed company Soltoro Ltd. for total consideration of approximately $32 million, consisting of shares of Agnico Eagle, cash and shares of a newly-formed SpinCo. As a result of the transaction, Agnico Eagle acquired the exploration projects held by Soltoro in Jalisco State, Mexico, including the El Rayo silver-gold project.

Bulletin

Ontario Government “Budgets” a Few Words for Capital Markets Modernization

Mar. 26, 2021 - The Ontario government’s 2021 budget was delivered on March 24, 2021. Although there was no doubt that the focus of the budget would be on the ongoing health concerns and economic impact of the COVID-19 pandemic, market participants wondered whether it would address the recommendations in the...

Guide

Davies Governance Insights 2020, lead author

Oct. 05, 2020 - Davies Governance Insights 2020 provides a comprehensive analysis of the trends and developments that have shaped the corporate governance landscape and those that are expected to define the next decade. Against the backdrop of the COVID-19 crisis, this year’s report explores key issues...

Speaking Engagement

Canadian Lawyer, “COVID-19: M&A Trends and Opportunistic Dealmaking”; Online event

June 17, 2020

Bulletin

Canadian Directors Should Heed Recent U.S. Caremark Litigation

June 05, 2020 - Over the past year there has been a noticeable uptick in claims permitted by Delaware courts alleging a failure by directors to make a good faith effort to monitor corporate operations – otherwise known as a Caremark claim. 1 A Caremark claim is founded on the principle that...

Bulletin

Directors’ Duties and Governance Best Practices in Response to COVID-19

Mar. 30, 2020 - The COVID-19 pandemic is presenting many unique challenges to directors in their efforts to strike the right balance between fulfilling their oversight responsibilities and allowing management to run the day-to-day operations. Finding this balance can be difficult for directors as the impact of...

Bulletin

Let’s Get Practical: Moving to Virtual AGMs in Response to COVID-19

Mar. 23, 2020 - As the COVID-19 global health pandemic continues, companies are having to respond to a constantly evolving situation. For Canadian and U.S. public companies, this includes having to make quick decisions about when and how to hold their 2020 annual shareholder meetings (AGMs), while at the same...

In the News

Jennifer Longhurst Quoted in The Globe and Mail’s Board Games Report

Nov. 26, 2019 - Davies partner Jennifer Longhurst’s expert insights on board diversity were featured this week in an article published by The Globe and Mail as part of its annual Board Games coverage. Jennifer notes that some companies may struggle to comply with the new federal rules coming into effect...

Speaking Engagement

Skytop Strategies, Shareholder Activism Conference, “When to Settle, When to Fight: The Expert’s Playbook”; New York, NY

Nov. 19, 2019

Guide

Davies Governance Insights 2019, lead co-author

Oct. 03, 2019 - Davies Governance Insights 2019 is a comprehensive report that analyzes the governance trends and issues most important to Canadian public companies. Now in its ninth edition, Governance Insights is designed to be a playbook for navigating the diverse and complex challenges facing...

Lexpert Special Edition: Finance and M&A

Lexpert Special Edition: Mining

Lexpert Zenith Award—Mid-Career Excellence in M&A (2018)

The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Finance and Securities; Mergers and Acquisitions

The Best Lawyers in Canada—Corporate Law; Mergers and Acquisitions Law; Mining Law

Canadian Dealmakers—Deal Team of the Year (2007)

Bar Admissions

Ontario, 2003

Education

University of Toronto, JD (Highest Standing in Corporate and Commercial Law), 2002
McMaster University, MA (Political Theory) (with Distinction), 1998
McMaster University, BA (Hons) (Political Science) (Dean’s List), 1997

Professional Affiliations

American Bar Association
Canadian Bar Association
Ontario Bar Association
Women in Capital Markets
Women in Mining

Community Involvement

American Bar Association, Corporate Governance Committee
Canadian Bar Association, Corporate Governance Committee
Malachy’s Soiree, Cabinet Member
Ontario Bar Association, Corporate Governance Committee
Ontario Securities Commission, Securities Advisory Committee
Royal Ontario Museum, Royal Patrons Circle Committee

Teaching Engagements

Jennifer is the instructor in corporate transactions for the Osgoode Hall Law School’s Professional Development LLM program and has been a guest lecturer for the program on corporate governance and shareholder activism. She speaks at numerous conferences and professional development programs.