Patricia L. Olasker

Partner

Patricia Olasker

Patricia L. Olasker

Partner

“She blends exceptional legal talent with an acute understanding of her clients’ business needs. She has an extremely sophisticated understanding of regulatory issues, terrific problem solving skills and the uncanny ability to anticipate potential problems down the road and ward them off.” (Client – Chambers Canada 2017)

Patricia acts on many of Canada’s most complex mergers and acquisitions. Acquirers, targets and investors, in Canada and abroad, rely on her unparalleled expertise. She was lead counsel for Burger King Worldwide Inc. in its US$12.5-billion acquisition of Tim Hortons and for McKesson Corporation in its $3-billion acquisition of Rexall.

Clients appreciate Patricia’s extensive experience in advising parties on both sides of shareholder activism issues. Boards of directors, special committees and activist shareholders regularly consult her on their corporate governance and transaction-specific matters. She acted as lead counsel for Pershing Square Capital Management in its landmark campaign to change the board and management of Canadian Pacific Railway.

Known for her ability to develop innovative financing instruments, Patricia advises clients on public market derivatives and structured debt and equity products.

Patricia is an adjunct professor at Osgoode Hall Law School and the founder of AIDSbeat, the Toronto legal community’s largest charity event.

Patricia L. Olasker

Partner

“She blends exceptional legal talent with an acute understanding of her clients’ business needs. She has an extremely sophisticated understanding of regulatory issues, terrific problem solving skills and the uncanny ability to anticipate potential problems down the road and ward them off.” (Client – Chambers Canada 2017)

Patricia acts on many of Canada’s most complex mergers and acquisitions. Acquirers, targets and investors, in Canada and abroad, rely on her unparalleled expertise. She was lead counsel for Burger King Worldwide Inc. in its US$12.5-billion acquisition of Tim Hortons and for McKesson Corporation in its $3-billion acquisition of Rexall.

Clients appreciate Patricia’s extensive experience in advising parties on both sides of shareholder activism issues. Boards of directors, special committees and activist shareholders regularly consult her on their corporate governance and transaction-specific matters. She acted as lead counsel for Pershing Square Capital Management in its landmark campaign to change the board and management of Canadian Pacific Railway.

Known for her ability to develop innovative financing instruments, Patricia advises clients on public market derivatives and structured debt and equity products.

Patricia is an adjunct professor at Osgoode Hall Law School and the founder of AIDSbeat, the Toronto legal community’s largest charity event.

Oaktree Capital Management, L.P.

Acted for Oaktree Capital Management, L.P., in its opposition to the $475-million acquisition of Québec-based Tembec Inc. by Florida-based Rayonier Advanced Materials Inc.

Syndicate of underwriters, led by CIBC Capital Markets and RBC Capital Markets

Acted as Canadian counsel for a syndicate of underwriters, managed by CIBC World Markets Inc., Jefferies Securities, Inc., RBC Dominion Securities Inc. and Robert W. Baird & Co. Incorporated, in connection with the $125-million initial public offering and secondary offering of an aggregate of 10,900,000 Class A subordinate voting shares of Freshii Inc., a Canadian healthy fast-casual franchise. The offering was the first Canadian initial public offering on the Toronto Stock Exchange in 2017.

McKesson Corporation

Acted for McKesson Corporation, a leading international healthcare services and information technology company, in connection with its $3-billion acquisition of Rexall and Rexall Pharma Plus, which operate approximately 470 pharmacies in Canada, from Katz Group, one of Canada's largest privately owned enterprises.

Luminus Management, LLC

Acted for Luminus Management, LLC in connection with its $49 million strategic investment in common shares (resulting in a 16.7% aggregate equity interest) and 10% senior secured high yield notes of Delphi Energy Corp. and negotiation of an investor rights agreement with the issuer.

Burger King Worldwide, Inc.

Acted for Burger King Worldwide, Inc. in connection with its acquisition of Tim Hortons Inc. for approximately US$12.5 billion, the related financing, which involved a US$3-billion preferred equity investment from Berkshire Hathaway Inc., a secured US$7.25-billion credit facility and a private placement of US$2.25 billion of second lien secured notes, and an associated tender offer for Tim Hortons' outstanding US$1.2 billion of debt securities. This transaction resulted in the creation of Restaurant Brands International, a new global company headquartered in Canada, and the third-largest quick service restaurant in the world with approximately US$23 billion in system sales and over 18,000 restaurants in 100 countries. The transaction was recognized as Global M&A Deal of the Year: Canada by The American Lawyer's 2015 Global Legal Awards.

Pershing Square Capital Management

Acted as Canadian counsel to Pershing Square Capital Management in connection with its concurrent cross-border secondary offering of US$1.4 billion of Canadian Pacific Railway common shares. The transaction was effected as a U.S.-style bought deal, and the shares were sold to the public at variable prices.

Pershing Square Capital Management, L.P.

Acted for Pershing Square Capital Management, L.P. in connection with its successful proxy solicitation of the company's shareholders for the election of William Ackman, the CEO and founder of Pershing Square, and six other Pershing Square nominees to the board of directors of Canadian Pacific Railway Limited at the company's 2012 annual general meeting.

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.

Pershing Square Capital Management LP

Acted for Pershing Square Capital Management LP in connection with its proposed acquisition, with Valeant Pharmaceuticals International Inc., of Allergan Inc.

Bank of America Merrill Lynch

Acted for Bank of America Merrill Lynch as arranger, lender and financial advisor with respect to a $5.1-billion financing to Loblaw Companies Limited on its $12.4-billion acquisition of Shoppers Drug Mart Corporation.

Sherritt International Corporation

Acted for the Special Committee of Sherritt International Corporation in its successful defence of the proxy contest initiated by Clarke Inc.

Pershing Square Capital Management, L.P.

Acted for Pershing Square Capital Management, L.P. in the $3.3-billion acquisition of a 4.9% stake in Valeant Pharmaceuticals International, Inc.

Bank of America Merrill Lynch, CIBC World Markets and RBC Dominion Securities

Acted as Canadian counsel to Bank of America Merrill Lynch, CIBC World Markets and RBC Dominion Securities as underwriters in connection with an offering of $500 million of 2.3% Maple Bonds issued by Japan Bank for International Cooperation and guaranteed by Japan.

Royal Bank of Canada

Acted for Royal Bank of Canada in connection with offerings of $1.528 billion of equity, index and debt linked structured notes under its shelf prospectus platform. The offerings were made by RBC Dominion Securities Inc., Desjardins Securities Inc. and National Bank Financial Inc.

MHR Fund Management LLC

Acted for MHR Fund Management LLC in connection with Carl Icahn's hostile bid and proxy contest for Lions Gate Entertainment Corp.

Hebei Iron & Steel Group Co., Ltd.

Acted for Hebei Iron & Steel Group Co., Ltd. in connection with its strategic investment in Alderon Iron Ore Corp. and its Kami iron ore project.

Industrial and Commercial Bank of China Limited (ICBC)

Acted for Industrial and Commercial Bank of China Limited, a leading global bank headquartered in China, in its acquisition of The Bank of East Asia (Canada), a Canadian chartered bank.

Agnico Eagle Mines Limited

Acting for Agnico Eagle Mines Limited in its US$80-million acquisition of the Santa Gertrudis gold project in Mexico from GoGold Resources Inc. In connection with the acquisition, Agnico Eagle provided GoGold with a US$7.5 million term loan, secured by a second ranking charge on all of GoGold's assets, which will be set off against the purchase price at the closing of the acquisition.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with its US$220-million direct registered offering of common shares to an institutional investor in the United States. The shares were sold pursuant to a cross-border shelf prospectus and prospectus supplement filed under the multi-jurisdictional disclosure system.

SunOpta Inc.

Acted for the Special Committee of the Board of Directors of SunOpta Inc. in connection with its strategic alternatives review process which culminated in a US$85-million equity investment by Oaktree Capital Management, L.P. in exchangeable preferred shares of a SunOpta subsidiary with the support of activist shareholders Engaged Capital and Tourbillon Capital.

Bank of America Merrill Lynch

Acted as Canadian counsel to Bank of America Merrill Lynch in connection with a transformative financing by Cynapsus Therapeutics Inc. by way of a southbound-only offering of common shares under the Multijurisdictional Disclosure System (MJDS), using the post-receipt pricing rules available under National Instrument 44-103. The offering is the first southbound-only underwritten offering of equity securities by an issuer under MJDS.

Bank of America Merrill Lynch

Acted for Bank of America Merrill Lynch, the financial advisor to Lundin Mining Corporation in connection with its agreement to purchase an 80% ownership stake in the Candelaria/Ojos del Salado copper mining operations from Freeport-McMoRan Inc. for cash consideration of US$1.8 billion and related sale of a stream on 68% of Candelaria/Ojos del Salado 's gold and silver production to Franco-Nevada Corporation for an upfront payment of US$648 million.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with its acquisition of Cayden Resources Inc. under a plan of arrangement for approximately $205 million.

Pershing Square Capital Management

Acted as counsel to Pershing Square Capital Management in connection with its secondary offering by way of cross-border Multi-Jurisdictional Disclosure System prospectus of US$835 million of Canadian Pacific Railway common shares. The transaction was effected as U.S.-style bought deal and the shares were sold to the public at variable prices.

San Antonio Internacional S.A.

Acted as Canadian counsel for San Antonio Internacional S.A. in the sale of its Columbian subsidiary, San Antonio Internacional Co. Inc. to Estrella International Energy Services Ltd. for approximately US$122 million.

Royal Canadian Mint

Acted for the Royal Canadian Mint in connection with its $100 million initial public offering of exchange-traded receipts under its Canadian Silver Reserves program.

Royal Bank of Canada

Acted for Royal Bank of Canada in connection with the establishment of its $2-billion senior note program in 2011, and ongoing representation of Royal Bank of Canada in connection with takedowns of structured products under its senior note program, including pre-clearances of "novel" specified derivatives with the Autorité des Marchés Financiers in Québec.

The Royal Canadian Mint

Acted for The Royal Canadian Mint in its $600-million initial public offering of exchange-traded receipts under the Mint's new Canadian Gold Reserves program. This innovative offering was made in accordance with exemptive relief from the prospectus requirement and provides investors with direct ownership in physical gold held at the Mint's facilities.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with the acquisition of Grayd Resource Corporation by way of takeover bid for $275 million.

MHR Fund Management LLC

Acted for MHR Fund Management LLC in connection with its US$77-million acquisition of common shares of Lions Gate Entertainment Corp. from Carl Icahn.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with the renewal of its US$500-million base shelf prospectus.

Fuel Systems Solutions, Inc.

Acting for Fuel Systems Solutions, Inc. in its negotiated takeover bid for Alternative Fuel Systems (2004) Inc., a leading developer of natural gas vehicle engine controllers and associated components.

Scotia Capital Inc. and RBC Dominion Securities Inc.

Acted for a syndicate of underwriters co-led by Scotia Capital Inc. and RBC Dominion Securities Inc. in a $200-million public offering of Non-cumulative Rate Reset shares of Manulife Financial Corporation.

MHR Fund Management

Acted for MHR Fund Management, a significant shareholder of Lions Gate Entertainment Corp., in connection with the unsolicited takeover bid made by Carl Icahn for Lions Gate and in connection with the successful defence of oppression proceedings commenced by Icahn in British Columbia against MHR and Lions Gate.

Pershing Square Capital Management LP

Acted for Pershing Square Capital Management LP in connection with the sale of its 17.6% interest in Sears Canada Inc. to Sears Holdings Corp. for $559.8 million.

J.P. Morgan Securities Inc.

Acted as Canadian counsel for a syndicate of underwriters led by J.P. Morgan Securities Inc. in a cross-border US$215-million public offering of common shares by SXC Health Solutions Corp.

RBC Dominion Securities Inc.

Acted for a syndicate of agents co-led by RBC Dominion Securities Inc. and CIBC World Markets Inc. in a $1-billion offering by Manulife Financial Corporation of 4.896% medium term notes due 2014.

RBC Dominion Securities Inc. and Scotia Capital Inc.

Acted for a syndicate of agents co-led by RBC Dominion Securities Inc. and Scotia Capital Inc. in a $600-million offering by Manulife Financial Corporation of 7.768% medium term notes due 2019.

RBC Dominion Securities Inc. and CIBC World Markets Inc.

Acted for a syndicate of underwriters co-led by RBC Dominion Securities Inc. and CIBC World Markets Inc. in a $450-million bought deal public offering of rate reset preferred shares of Manulife Financial Corporation.

Merrill Lynch & Co.

Acted as Canadian counsel to Merrill Lynch & Co., Inc. in its merger with Bank of America in a transaction valued at US$50 billion.

Pershing Square Capital Management LP

Acted for Pershing Square Capital Management LP and other institutional investors in Sears Canada Inc. in connection with their successful efforts to oppose Sears Holdings Corporation's efforts to squeeze out the minority shareholders of Sears Canada, including proceedings before the Ontario Securities Commission and the Ontario courts.

In the News

Patricia Olasker Comments on the Evolution of Shareholder Activism on Forbes.com

Oct. 05, 2017 - In an interview published on forbes.com, Davies partner Patricia Olasker discusses the evolution of shareholder activism in Canada and its convergence with M&A. In recent years, engaged shareholders have intermediated between boards of targets and acquirers to negotiate better deals for...

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

Boards Beware: Regulators Actively Monitoring Related Party Transactions

July 31, 2017 - On July 27, 2017, staff of the Ontario, Québec, Alberta, Manitoba and New Brunswick securities regulatory authorities offered guidance on the role of boards and special committees and on their process and disclosure obligations in conflict of interest transactions.1 The Notice is helpful in that it...

In the News

Patricia Olasker Quoted in Lexpert About the OSC’s Eco Oro Decision

July 31, 2017 - Davies partner Patricia Olasker was quoted in a Lexpert article about the Ontario Securities Commission’s (OSC’s) decision that found Eco Oro Minerals Corporation was using questionable tactics in blocking a proxy challenge. Patricia, who has written on this topic, told Lexpert...

Article

Second Opinions Still the Exception

July 11, 2017 - In an article published in Listed Magazine, Patricia Olasker and Poonam Puri discuss the impact of the Yukon court’s ruling on fairness opinions and trends that have become evident since the court’s decision. Patricia and Poonam point out that since the court’s decision, there have been...

In the News

Activist Investors Battling in the Public Arena

June 20, 2017 - Davies partner Patricia Olasker appeared on Business News Network’s (BNN’s) program The Close to share her perspective on recent instances of shareholder activism. During her segment, Patricia discussed: factors that drive activist shareholders, ways to discern whether shareholder activism...

Guide

Shareholder Activism and Proxy Contests: Issues and Trends

June 06, 2017 - Shareholder activism – in the form of both headline-grabbing proxy contests and the new, quieter engagement between boards and shareholders – has been on an upward trend in Canada for the past 10 years. It is now a permanent feature on the corporate landscape, reflecting the increased focus of...

In the News

Davies Partner Gives Perspective on Legal Privilege

May 31, 2017 - Davies partner Patricia Olasker is featured and quoted on emerging threats to legal privilege in Report on Business/Lexpert Special Edition Canada’s Leading Corporate Lawyers. In the article “Privilege Threatened,” Patricia elaborates on Canada v Iggillis Holdings and how changes...

Guide

Canadian Capital Markets Report 2017: Looking Back, Looking Ahead

Mar. 31, 2017 - Canadian capital markets in 2016 were turbulent and unpredictable, to say the least. Factors that contributed to shaky investor confidence included the unprecedented British vote to exit the European Union, the hard fought and (to some) surprising result of the U.S. presidential election, a...

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

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

IFLR1000: The Guide to the World’s Leading Financial Law Firms—Capital Markets; Mergers and Acquisitions

The Legal 500 Canada—Capital Markets; Corporate and M&A

WXN—Canada’s Most Powerful Women: Top 100 Award

Canadian Lawyer Magazine—Canada’s Top 25 Most Influential Lawyers: Corporate-Commercial Law

The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada—Corporate Finance and Securities; Corporate Commercial; Mergers and Acquisitions

Lexpert Special Edition Leading Canadian Lawyers in Global Mining

Report on Business/Lexpert Special Edition Canada’s Leading Corporate Lawyers

Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada—Corporate Finance and Securities; Mergers and Acquisitions

Lexpert Zenith Award—Celebrating Women Leaders in the Legal Profession

The Canadian Legal Lexpert Directory—Corporate Finance and Securities (Most Frequently Recommended); Corporate Commercial Law (Most Frequently Recommended); Mergers and Acquisitions (Most Frequently Recommended); Mining

Lexpert Magazine—Canada’s Top 25 Women Lawyers

The Best Lawyers in Canada—Corporate Law (Finance); Mergers and Acquisitions Law; Mining Law; Securities Law

Who’s Who Legal: Canada—Capital Markets; Corporate Governance; Mergers and Acquisitions; Mining; Who’s Who Legal: Corporate—Corporate Governance; Mergers and Acquisitions; Who’s Who Legal: Capital Markets—Debt and Equity; Who’s Who Legal: Mining

Expert Guides’ Women in Business Law; Expert Guides—Capital Markets; Mergers and Acquisitions

Bar Admissions

Ontario, 1979

Education

University of California, Berkeley, LLM, 1981 (ABT)
Osgoode Hall Law School, LLB, 1977

Board Memberships

Royal Ontario Museum, Board of Governors
Canadian Foundation for AIDS Research, vice-chair
Osgoode Hall Law School Alumni Association Board, vice-president

Community Involvement

AIDSbeat, founder and chair
Canadian Bar Association, Business Law Section, Executive Committee of the Securities Law Subcommittee, former member
Canadian Foundation for AIDS Research, Executive Committee
Corporation of Massey Hall and Roy Thomson Hall, former governor
Ontario Securities Commission, Securities Advisory Committee, former chair

Teaching Engagements

Since 2002, Patricia has been an adjunct professor at Osgoode Hall Law School, where she teaches the Advanced Business Law Workshop on mergers and acquisitions.