For 35 years, clients have trusted Michael’s unparalleled legal knowledge and expert legal opinions.
Michael advises on corporate law, capital markets, restructuring, mergers and acquisitions, private equity and investment funds, banking and gaming. A substantial part of his practice focuses on third-party legal opinions for commercial transactions – particularly secured financing deals. Michael regularly prepares, negotiates and reviews our firm’s opinions, as well as those of firms on the other side of our clients’ transactions.
A frequent teacher, lecturer and writer on legal opinions, Michael oversees our firm’s resources, quality control and risk management for giving legal opinions. He regularly participates in initiatives to improve opinions practice and to educate the profession on third-party legal opinions. In addition, Michael has written extensively on corporate law issues and is frequently involved in research into corporate and commercial legal issues that arise in the firm’s practice.
Independent Electricity System Operator
Acted for the Independent Electricity System Operator in connection with its amended agreement with Bruce Power for the refurbishment of six nuclear units at the Tiverton-based nuclear generation station, the world's largest operating nuclear facility. The amended agreement secures 6,300 megawatts of baseload generating capacity for the province of Ontario and will result in an investment by Bruce Power of approximately $13 billion.
The Blackstone Group
Acted as Canadian counsel to The Blackstone Group in connection with the acquisition of GE Capital Real Estate's assets in a transaction valued at approximately US$23 billion.
Central National-Gottesman Inc.
Acted for Central National-Gottesman Inc., a global distributor of pulp, paper and forestry products, and its subsidiary Spicers Canada ULC in connection with the acquisition of the assets and business of Spicers Canada Limited, a distributor of fine paper, sign and display media, industrial packaging and graphic arts supplies, headquartered in Vaughan, Ontario and with locations across Canada, and the related financing with Bank of America, N.A. (Canada branch), as agent.
Canada Pension Plan Investment Board
Acted for the Canada Pension Plan Investment Board in connection with its joint venture with WAM Development Group and Walton Group of Companies to develop a 250-acre industrial site in northwest Edmonton, Alberta. CPPIB's initial equity commitment is approximately $200 million for phase one of the development, representing an 85% interest in the joint venture.
Acted for a group of noteholders of the approximately $10-billion Master Asset Vehicle II (MAV II), in approving and implementing amendments to the structure of MAV II to provide for periodic optional redemptions of certain notes of MAV II and concurrent proportional unwinds and liquidations of MAV II's liabilities and assets.
Woodbourne Investment Management LLC
Acted for Woodbourne Investment Management LLC in connection with a $300-million financing of All Seniors Care Living Centres.
Interest Disclosure under Section 4 of the Interest Act: The Ghost Is Clanking Its Chains Again
Feb. 09, 2018 - Section 4 of the Canadian federal Interest Act, an interest disclosure provision first enacted in 1897 and surviving almost unchanged today, has been of little concern to lenders for the past quarter-century. A series of judicial decisions in the early 1990s seemed to have limited its...
Perfection by Control of Security Interests in Cash Collateral Accounts: Recent Ontario Developments
Dec. 07, 2016 - From a lender’s perspective, perfection of its security interest in collateral by control provides stronger protection than perfection by registration. A security interest perfected by control will generally prevail over other interests in the same collateral, including even a prior security...
Osgoode Hall Law School, Osgoode Professional Development Secured Lending and Debt Finance Course, “Ethical and Professional Issues in Secured Lending and Debt Finance”; Toronto, ON
Oct. 06, 2016
Osgoode Hall Law School, Osgoode Professional Development Secured Lending and Debt Finance Course, “Drafting and Negotiating Legal Opinions in Secured Lending Transactions” (with Rob Scavone); Toronto, ON
Oct. 08, 2015
The Law Society of Upper Canada, Continuing Professional Development, 5th Annual Business Law Summit, “Third Party Reliance on Your Opinion Letter”; Toronto, ON
June 30, 2015 - Download the presentation.
Canadian Gaming Summit, “Social Gaming and Social Gambling in Canada” (with Gerold Goldlist); Vancouver, BC; June 23 to 25, 2014
June 23, 2014
Discussion Paper: The Quality of the Shareholder Vote in Canada
Oct. 22, 2010 - Reason for the PaperAs a firm, we have extensive experience with shareholder meetings. Some of these meetings are routine, others involve proxy battles, the approval of important transactions or votes on governance matters such as shareholder rights plans or stock option plans. Together with our...