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Agnico Eagle Mines Limited
Acted for Agnico Eagle Mines Limited in its joint topping bid with Pan American Silver Corp. for the acquisition of Yamana Gold Inc., pursuant to which Pan American acquired all of the issued and outstanding common shares of Yamana and Agnico Eagle acquired Yamana's Canadian assets (including its interest in the Canadian Malartic mine).
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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.
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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.
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Syndicate of Underwriters
Acted for a syndicate of underwriters, led by BofA Securities, Credit Suisse and Scotiabank, on the US$250-million initial public offering of Triple Flag Precious Metals Corp, a gold-focused streaming and royalty company offering bespoke financing solutions to the metals and mining industry and backed by Elliott Management. This 2021 offering is Canada's largest mining-related IPO in nine years.
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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.
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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.
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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.
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BMO Capital Markets
Acted as Canadian and U.S. counsel to BMO Capital Markets in an at-the-market equity offering by cannabis company Organigram Holdings Inc. in Canada and the United States under the multijurisdictional disclosure system.
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CIBC Capital Markets and Eight Capital
Acted for CIBC Capital Markets and Eight Capital as joint bookrunners, in the public offering of approximately $55 million of subordinated voting shares of Canopy Rivers Inc., an investment and operating platform structured to pursue investment opportunities in the emerging global cannabis sector, and the concurrent private placement, on an agency basis, of $30 million of subordinated voting shares of Canopy Rivers to Canopy Growth Corporation.
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Shareholders of MedReleaf Corp.
Advised the shareholders of MedReleaf Corp. in catalyzing the sale of MedReleaf to Aurora Cannabis Inc., bringing together two of Canada's largest cannabis companies, in an all-share transaction valued at approximately $3.2 billion.
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Morgan Stanley, J.P. Morgan and Deutsche Bank Securities Inc.
Acted as Canadian counsel to a syndicate of underwriters, led by Morgan Stanley, J.P. Morgan and Deutsche Bank Securities, in a US$950-million offering of The Stars Group Inc.'s common shares by way of a treasury and secondary offering in Canada and the United States under the multijurisdictional disclosure system. The net proceeds from the treasury offering were, together with debt financing and cash on hand, to fund the acquisition of Sky Betting & Gaming.
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Lazard Ltd.
Acted for Lazard Ltd., as financial advisor to Cronos Group, a globally diversified and vertically integrated cannabis company, in the $2.4-billion acquisition of a 45% equity stake in Cronos by Altria Group, Inc.
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Redwood Holdings, LLC
Acted for Redwood Holdings, LLC, in its US$300-million sale of U.S.-based Lord Jones, a luxury brand CBD business, to Cronos Group Inc., a Canadian publicly traded licensed cannabis producer.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Sherritt International Corporation
Acted for the Special Committee of Sherritt International Corporation in its successful defence of the proxy contest initiated by Clarke Inc.
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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.
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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.
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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.
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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.
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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.
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Elliott Investment Management L.P.
Acting for Elliott Investment Management L.P. in its shareholder engagement with Kinross Gold Corporation regarding capital allocation.
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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.
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Elliott Investment Management L.P.
Acted for Elliott Investment Management L.P. in its accumulation of a material stake in Suncor Energy and subsequent engagement with Suncor culminating in an agreement (i) to appoint three new directors immediately with a potential fourth to be added depending on Suncor's performance against its peers, (ii) to participate on Suncor's CEO search committee, and (iii) to form a board committee to conduct a strategic review of Suncor's downstream retail business.
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Morgan Stanley and Goldman Sachs
Acted as Canadian counsel to the underwriters, led by Morgan Stanley and Goldman Sachs, in the US$700-million cross-border initial public offering of Bausch + Lomb Corporation, a leading global eye health business.
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Agnico Eagle Mines Limited
Acted for Agnico Eagle Mines Limited in its acquisition of a 35% interest in Green Star Royalties Ltd., a company focused on the origination of carbon sequestration projects and other green technology opportunities. In connection with its investment, Agnico was granted certain investor rights, including representation on Green Star's board and an ability to co-invest alongside Green Star in its future projects and investments.
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Mantle Ridge LP
Acted for Mantle Ridge LP in its accumulation of a material equity stake in Dollar Tree and subsequent engagement with Dollar Tree culminating in an agreement to appoint seven new directors, including Richard Dreiling, as executive chair, and Paul Hilal, founder and CEO of Mantle Ridge LP, as vice chair.
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AiPharma Global Holdings LLC
Acting for AiPharma Global Holdings LLC, a private pharmaceutical research, development and commercialization company, in its 19.4% PIPE investment in Appili Therapeutics Inc., a biopharmaceutical company sponsoring late-stage clinical trials evaluating the antiviral Avigan/Reeqonus for the treatment and prevention of COVID-19.
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Agnico Eagle Mines Limited
Acted for Agnico Eagle Mines Limited in its merger with Kirkland Lake Gold Ltd. to create a $30-billion combined company and the gold industry's highest-quality senior producer.
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J.P. Morgan Securities Canada Inc. and TD Securities Inc.
Acted for J.P. Morgan Securities Canada Inc. and TD Securities Inc., the financial advisors to the special committee and board of directors of Inter Pipeline Ltd., Canada's fourth-largest pipeline company, in connection with the unsolicited bid, and subsequent acquisition, by Brookfield Infrastructure Partners LP, including with respect to their inadequacy opinions.
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WeCommerce Holdings Ltd.
Acted for WeCommerce Holdings Ltd. in its up to US$110-million acquisition of substantially all of the assets of Stamped.io Pte. Ltd., a leading Software-as-a-Service (SaaS) platform that enables online merchants to implement and manage customer reviews and loyalty programs.
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SunOpta Inc.
Acted for SunOpta Inc. in connection with a US$60-million equity investment by related party Oaktree Capital Management, L.P. and activist shareholder Engaged Capital, LLC in preferred shares of a SunOpta subsidiary exchangeable into common shares of the public parent company and voting on an as-exchanged basis.
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BMO Capital Markets
Acted as Canadian and U.S. counsel to BMO Capital Markets in an at-the-market equity offering by cannabis company Organigram Holdings Inc. in Canada and the United States under the multijurisdictional disclosure system.
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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.
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Mantle Ridge LP
Acted for Mantle Ridge LP in its accumulation of a material equity stake in Aramark and subsequent agreement with Aramark providing for the appointment of 6 new directors, including John Zillmer who was also appointed CEO, and Paul Hilal, founder and CEO of Mantle Ridge LP, who was also appointed as Vice Chairman of the board.
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McKesson Canada and Well.ca
Advised McKesson Canada Corporation and Well.ca ULC, a licensed producer under the Cannabis Act, on regulatory and commercial matters relating to market access under the Cannabis Act and the distribution of medical cannabis through various channels.
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Select Canadian and U.S. investment banks
Advising select Canadian and U.S. investment banks with respect to the Canadian cannabis industry generally, including risks and risk mitigation strategies, in connection with commercial lending and investment banking services.
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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.
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Bank of America Merrill Lynch
Advised Bank of America Merrill Lynch in the $245-million investment by Constellation Brands in Canopy Growth, a diversified cannabis company, for 9.9% of the company.
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Agnico Eagle Mines Limited
Acted 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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Royal Canadian Mint
The Royal Canadian Mint in connection with the design and execution of its gold and silver Exchange-Traded Receipts Programs.
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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.
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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.
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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.
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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.
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Agnico Eagle Mines Limited
Acted for Agnico Eagle Mines Limited in connection with the renewal of its US$500-million base shelf prospectus.
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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.
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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.
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MHR Fund Management
Acted for MHR Fund Management, a significant shareholder of Lions Gate Entertainment Corp., in the unsolicited takeover bid made by Carl Icahn for Lions Gate and in the successful defence of oppression proceedings commenced by Icahn in British Columbia against MHR and Lions Gate.
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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.
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BofA Merrill Lynch, TD Securities Inc. and Scotia Capital Inc.
Acted as Canadian counsel for BofA Merrill Lynch, TD Securities Inc. and Scotia Capital Inc. in a $300-million underwritten private placement by Metropolitan Life Global Funding I of 2.625% fixed rate notes due December 3, 2012, secured by a funding agreement issued by Metropolitan Life Insurance Company.
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Actuate Corporation
Acted for Actuate Corporation in its acquisition of Xenos Group Inc., a TSX listed enterprise software company.
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JP Morgan Securities Inc.
Acted as Canadian counsel for JP Morgan Securities Inc. in a US$236-million private placement of senior secured second-priority notes due 2016 issued by Lions Gate Entertainment Inc., a wholly-owned subsidiary of Lions Gate Entertainment Corp.
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Banc of America Merrill Lynch
Acted as Canadian counsel to Banc of America Securities LLC and Citigroup Global Markets Inc. in a US$450-million offering by Pacific Rubiales Energy Corp. of 8.75% senior notes due 2016 concurrently in the U.S. and Canada.
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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.
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Merrill Lynch Canada Inc. and TD Securities Inc.
Acted as Canadian counsel for BofA Merrill Lynch and TD Securities Inc. in a $200-million underwritten private placement by Metropolitan Life Global Funding I of two year floating rate notes, secured by a funding agreement issued by Metropolitan Life Insurance Company.
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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.
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Scotia Capital Inc.
Acted for a syndicate of underwriters co-led by Scotia Capital Inc. and RBC Dominion Securities Inc. in a $350-million bought deal public offering of rate reset preferred shares of Manulife Financial Corporation.
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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.
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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.
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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.
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Agnico Eagle Mines Limited
Acted for Agnico Eagle Mines Limited in its US$290-million underwritten private placement of units consisting of common shares and share purchase warrants.
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Merrill Lynch Canada Finance Company
Acted for Merrill Lynch Canada Finance Company in its renewal of its $5-billion medium term note program.
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RBC Dominion Securities Inc. and TD Securities Inc.
Acted for a syndicate of agents co-led by RBC Dominion Securities Inc. and TD Securities Inc. in an offering by Manulife Financial Corporation of $950 million aggregate principal amount of medium term notes.
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Jinduicheng Molybdenum Group Co., Ltd. and Northwest Nonferrous International Investment Company Limited
Acted for Jinduicheng Molybdenum Group Co., Ltd. and Northwest Nonferrous International Investment Company, Limited, both Chinese state-controlled corporations, in their acquisition of Yukon Zinc Corporation by way of plan of arrangement in a transaction valued at $104 million.
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China Minmetals Non-Ferrous Metals Co., Ltd. and Jiangxi Copper Company Ltd.
Acted for China Minmetals Non-Ferrous Metals Co., Ltd. and Jiangxi Copper Company Ltd., both Chinese state-controlled corporations, in their takeover bid for Northern Peru Copper Corp. valued at $455 million.
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Global Alumina Corporation
Acted for Global Alumina Corporation in connection with the formation of a joint venture with BHP Billiton, Dubai Aluminium Company and Mudabala Development Company for the development of an alumina mining and refinery project in the Republic of Guinea.
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Robert and Liz Schad
Acted for the founder and controlling shareholder of Husky Injection Molding Systems Ltd. in the $960-million acquisition of the company by Onex Partners II, LP.
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Northwest Geological Exploration and Mining Bureau for Non-Ferrous Metals of the People's Republic of China
Acted for Northwest Geological Exploration and Mining Bureau for Non-Ferrous Metals of the People's Republic of China ("NWME") with respect to a joint venture between Yukon-Nevada Gold Corp. and Northwest Non-Ferrous International Investment Company Limited, a Chinese investment company 100% owned by NWME, to form a new Canadian company.
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Agnico Eagle Mines Limited
Acted for Agnico Eagle Mines Limited in its negotiated share exchange takeover bid for Cumberland Resources Ltd. valued at $710 million.
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Agnico Eagle Mines Limited
Acted for Agnico Eagle Mines Limited as it amended its existing credit facility with a syndicate of lenders to increase the amount from US$150 million to US$300 million and the term of the credit facility was extended by two years.
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Scotia Capital Inc. and RBC Dominion Securities Inc.
Acted for a syndicate of agents co-led by Scotia Capital Inc. and RBC Dominion Securities Inc. in a $1.2 billion offering of senior and subordinate debentures of Manulife Finance (Delaware) LP, an indirect subsidiary of Manulife Financial Corporation. The offering of subordinated debentures was the first innovative Tier 2b capital offering in Canada.
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Agnico Eagle Mines Limited
Acted for Agnico Eagle Mines Limited in a US$250 million bought deal cross-border public offering of common shares in Canada and the United States.
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Richard D. Kinder, GS Capital Partners V Fund, LP, AIG Global Asset Management Holdings Corp., et al.
Acted as Canadian counsel to GS Capital Partners V Fund, LP, AIG Knight LLC, Carlyle Partners IV, LP and Carlyle/Riverstone Global Energy and Power Fund III, LP in connection with the US$26.5 billion management buyout of Kinder Morgan Inc.
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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.
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Agnico Eagle Mines Limited
Acted for Agnico Eagle Mines Limited in connection with its US$66.8 million acquisition of the Pinos Altos project in Mexico from Industrias Penoles S.A. de C.V.
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Citigroup Global Markets Inc.
Acted as Canadian counsel to Citigroup Global Markets Inc. in connection with an underwritten private placement offering by Quebecor Media Inc. in the US and Canada of US$525 million of 7 3/4% senior notes due 2016, issued as part of Quebecor Media's US$1.1 billion refinancing plan.
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Scotia Capital Inc.
Acted for a syndicate of underwriters led by Scotia Capital Inc. in a bought deal public offering of $300 million preferred shares of Manulife Financial Corporation.
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Citigroup Global Markets Inc.
Acted as counsel for a syndicate of banks in the US$2.5-billion credit financing offered to Novelis Inc. and for the initial purchasers in the US$1.4-billion issuance of senior notes, as part of Alcan Inc.'s spin-off of its aluminum rolled products business.
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Vista Equity Partners
Acted for Vista Equity Partners on its acquisition of MDSI Mobile Data Solutions Inc. in a transaction valued at approximately $77 million.
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Agnico Eagle Mines Limited
Acted for Agnico Eagle Mines Ltd. in its US$150 million acquisition of Swedish public company, Riddarhyttan Resources AB.
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Camac Partners, LLC
Acted for Camac Partners, LLC, in its shareholder engagement with Gold Reserve Inc. regarding board composition, governance and strategic matters.
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Slate Asset Management
Acted for Slate Asset Management, the manager and a unitholder of Slate Office REIT, in connection with G2S2 Capital’s activist campaign for board seats and requisition for a special meeting of unitholders of Slate Office REIT, resolved by settlement.
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Legion Partners Asset Management
Acted for U.S. activist shareholder Legion Partners Asset Management in connection with its campaign for operational change and board seats on the board of Primo Water Corporation, a TSX-NYSE listed pure-play water solutions provider in North America and Europe. Legion’s campaign included the commencement by Legion of an oppression Application in the Superior Court of Ontario concerning the legality of Primo’s Advance Notice By-Laws. It culminated in an agreement to appoint two Legion nominees to the Primo board and Primo agreeing to adopt certain corporate governance enhancements, including changes to its advance notice bylaw provisions.
Bulletin
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OBCA Changes Could Be Used to Restrict Shareholder Rights
Apr. 28, 2023 - The Ontario government introduced an omnibus bill (Bill 91) on April 3, 2023 that proposes both welcome and concerning amendments to the Ontario Business Corporations Act’s (OBCA) regulation of shareholder meetings. The inclusion of a provision that authorizes corporations to limit the...
Bulletin
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Time (and Process) of the Essence: Ontario Court Accelerates Timing of Requisitioned Meeting
Feb. 08, 2023 - A recent decision of the Ontario Superior Court of Justice represents a rare victory for activists in overturning a target board’s proposed timing for setting a requisitioned meeting. While Canada is generally viewed as an activist-friendly jurisdiction, due in part to the relative ease with which...
In the News
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Forbes Interviews Patricia Olasker
Oct. 03, 2022 - Interviewed for Forbes, Patricia Olasker shares her perspectives on the role of activist investors in capital markets, the value she brings in representing both activists and the companies in which they invest, as well as how she came to be one of the few women lawyers in shareholder...
In the News
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10 Years After: The Proxy Contest at Pacific Railway Reverberates to This Day
June 09, 2022 - In this article originally published in Insightia Monthly, Patricia Olasker and Aaron Atkinson, who acted on opposing sides of the Pershing Square/Canadian Pacific proxy contest, reflect on the lasting impact of the landmark event a decade on. Download the article.
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Pulling Out All the Swaps: Alberta Securities Commission Finds Total Return Swaps Abusive
July 20, 2021 - The Alberta Securities Commission (ASC) recently ruled that certain Brookfield entities’ (Brookfield’s) conduct and disclosure in connection with its hostile takeover bid for Inter Pipeline Ltd. (IPL) were clearly abusive to IPL shareholders and the capital markets, and therefore contrary to the...
Guide
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Canadian Mergers & Acquisitions: A Guide for Foreign Investment Banks and Bidders, 9th Edition
June 01, 2021 - Davies’ Canadian Mergers & Acquisitions draws on our multijurisdictional M&A experience to offer clear guidance on both the legal framework and the practical aspects of Canadian mergers and acquisitions, including critical tax and regulatory considerations. The recently updated guide is...
In the News
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Patricia Olasker Speaks to The Globe and Mail about Impact of Biden’s Proposed Taxes on Cross-Border M&A
Apr. 28, 2021 - In an article (available to subscribers) published on April 27 in The Globe and Mail, Davies partner Patricia Olasker shared her insights on how the Biden administration’s proposed hikes to corporate and capital gains taxes may affect cross-border M&A activity. Patricia expects companies...
Bulletin
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Between a Block and a Hard Place: ESW Capital Denied Relief in Proposed Bid for Optiva
Mar. 15, 2021 - In the recently released reasons of the Ontario Securities Commission (OSC) in Re ESW Capital, LLC, the OSC reconfirmed the proposition, first expressed in Re Aurora Cannabis Inc., that barring exceptional circumstances or abusive or improper conduct that undermines shareholder...
Guide
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Davies Governance Insights 2020, contributor
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...
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Davies Highlights Concerns with Proposals to Modernize Ontario’s Capital Markets
Sept. 09, 2020 - Davies has submitted a comprehensive comment letter to the Capital Markets Modernization Taskforce (Taskforce) in response to the consultation report published by the Taskforce on July 9, 2020 (Report). The Taskforce was formed by the Ontario government in February 2020 with a mandate to review...
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Patricia Olasker Talks to The Globe and Mail About the Upcoming Hearing on New Takeover Rules
Aug. 14, 2020 - With the Ontario Securities Commission (OSC) set to rule for the first time on a key aspect of Canada’s new takeover regime, The Globe and Mail featured Patricia Olasker for her perspectives on the potential implications of the decision on future hostile takeover bids. The hearing, at...
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Patricia Olasker Speaks to M&A by Reorg on Possible Activist Push for More Mining M&A
June 22, 2020 - With deal-making in the global mining sector continuing amid COVID-19, M&A by Reorg (available to subscribers) featured Patricia Olasker for her insights on a possible push for more consolidation by activist investors once the pandemic subsides – and the challenges the current climate may...
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OSC Provides Guidance on Special Committees and Disclosure in Conflict of Interest Transactions: The HBC Privatization Part II
Feb. 27, 2020 - The Ontario Securities Commission recently released its reasons in In the Matter of The Catalyst Group Inc. in respect of the privatization proposal for Hudson’s Bay Company (HBC) by a group of majority shareholders led by HBC executive chairman Richard Baker. The decision highlights the...
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OSC Articulates Expectations of Special Committees in Conflict of Interest Transactions: The HBC Privatization
Dec. 20, 2019 - On December 19, 2019, the Ontario Securities Commission issued an order requiring Hudson’s Bay Company (HBC) to postpone its shareholders’ meeting called to consider a privatization proposal by a group of majority shareholders led by HBC executive chairman Richard Baker and to amend its information...
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Patricia Olasker Discusses Cross-Border Cannabis Connection in Law 360
Dec. 06, 2019 - A year after the legalization of recreational cannabis in Canada, Law 360 turned to Patricia Olasker for her expert insights on how the interplay between the Canadian and U.S. markets is playing a major role in the evolution of the cannabis sector. In the article (available to subscribers),...
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Canadian Securities Authorities Address Cannabis Issuers’ Conflicts of Interest
Nov. 13, 2019 - Staff of the securities regulatory authorities in Ontario, British Columbia, Québec, New Brunswick, Saskatchewan, Manitoba and Nova Scotia (collectively, Staff) has released CSA Multilateral Staff Notice 51-359 ‒ Corporate Governance Related Disclosure Expectations for Reporting Issuers in the...
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Patricia Olasker Interviewed by Activist Insight on Activist Investor Paul Hilal
Oct. 28, 2019 - Activist Insight Monthly recently interviewed Patricia Olasker for an article on the campaigning history and style of activist investor Paul Hilal of Mantle Ridge, with whom Davies has worked since Paul’s campaign involving Canadian Pacific Railway. Patricia commented that although...
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Patricia Olasker Speaks to Mergermarket About Factors Affecting M&A in Canada
Oct. 25, 2019 - A recent article in Mergermarket featured Patricia Olasker’s perspectives on M&A in Canada and whether the United States-Mexico-Canada Agreement (USMCA) has had an impact. “Yes, M&A is down in Canada,” Patricia states. Regarding the possible causes, she explains, “We blame trade wars, Trump,...
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Davies Governance Insights 2019, contributor
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...
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Business Roundtable Issues Expanded “Corporate Purpose” Statement, with Commitment to All Stakeholder Interests
Aug. 27, 2019 - The Business Roundtable, an association of CEOs of major U.S. corporations, recently issued its “Statement on the Purpose of the Corporation. ” The statement underscores the Business Roundtable’s commitment to all stakeholders of corporations, including their customers, employees, suppliers,...
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Patricia Olasker Discusses Cannabis Industry Shakeout with Mergermarket
July 17, 2019 - In a recent interview with Mergermarket (subscribers only), Patricia Olasker discusses structural changes to the cannabis industry and their likely impact. With the 2018 U.S. Farm Bill decriminalizing hemp, U.S. -based investors and banks are funding hemp and CBD companies, reducing their...
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Patricia Olasker Speaks to The Globe and Mail about the Implications of the CannTrust Investigation
July 16, 2019 - In an interview with The Globe and Mail (subscribers only), Patricia Olasker commented on the impact of Health Canada’s investigation into CannTrust for regulatory non-compliance as a result of cultivating cannabis in unlicensed rooms. “Any lawyer you talk to will say they have a number of...
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Patricia Olasker Speaks About Shareholder Activism in Canada on The Activist Insight Podcast
June 27, 2019 - In an interview with The Activist Insight Podcast, Patricia Olasker speaks about the current climate of shareholder activism in Canada – most notably in the cannabis and mining sectors – and how companies can defend themselves against short-selling attacks. While the nascent cannabis...
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The (Not So) Long Arm of the OSC: Commission Declines Jurisdiction in Public Interest Dispute
June 07, 2019 - In declining jurisdiction in a proceeding initiated by an activist shareholder, the Ontario Securities Commission (OSC) articulated its approach to long-arm regulation. The recently released reasons in In the Matter of Mangrove Partners and In the Matter of TransAlta...
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You Must Build It Before They Will Come: Health Canada Announces Significant Change to Cannabis Licensing Process
May 10, 2019 - In a significant departure from past practice, Health Canada will now require prospective applicants for cannabis cultivation, processing or medical sales licences to have fully built regulatory-compliant facilities before it will review and process their licence applications. Health Canada...
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Policy Prevails over Fine Print: Successful Ambush in British Columbia Clarifies the Use of Blank Proxies
May 06, 2019 - A recent decision of the British Columbia Supreme Court in Russell v Synex International Inc. (Synex) validated a dissident’s floor nomination and the subsequent election of an entirely new board. Notably, the dissident cast his votes using the authority given to him by...
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Patricia Olasker Speaks to Lexpert on Growth of Cannabis Industry
May 01, 2019 - In an article published in the Lexpert Special Edition – Canada’s Leading Corporate Lawyers, Patricia Olasker shares her thoughts on the evolution and future of M&A in Canada’s cannabis sector. “It’s certainly a very exciting” period in cannabis M&A, Patricia says, adding that because the...
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Patricia Olasker Discusses Shifting Trends in Cannabis Activism with Corp Gov
Apr. 05, 2019 - In an interview with Corp Gov, Davies partner Patricia Olasker shared her predictions on how she expects activism and dealmaking activity in the cannabis industry to evolve over the next year and the types of companies that might find themselves in the crosshairs. Patricia points out that...
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Patricia Olasker Speaks to The Globe and Mail About Dealmaking Trends in the Canadian Cannabis Industry
Mar. 05, 2019 - In an article (available to subscribers) published this week in The Globe and Mail, Davies partner Patricia Olasker shared her insights about the changing M&A landscape in the Canadian cannabis space. In contrast to the focus on domestic acquisitions one year ago, cannabis dealmakers are...
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Canadian Club Toronto, Shareholder Activism Panel, “Is Your Company Safe?”; Toronto, ON
Mar. 04, 2019
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Skytop Strategies, Shareholder Activism: Unlocking Shareholder Value, “Activism’s Next Target: The Canadian Cannabis Industry”; New York, NY
Jan. 24, 2019
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Patricia Olasker and Brian Kujavsky Profiled as Top Cannabis Lawyers by Business Insider
Jan. 11, 2019 - An article published this week in Business Insider features Davies partners Patricia Olasker and Brian Kujavsky among a select group of lawyers who have cut a trailblazing path into the booming cannabis industry. The article describes how Davies’ involvement in the industry was driven by...
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Davies Tops the List of Firms in Cannabis M&A Deals
Dec. 21, 2018 - An article published this week on IPO Edge and Yahoo Finance on the booming cannabis M&A market has called Davies the “go-to firm for cannabis,” leading all other law firms by a wide margin for M&A deals in the cannabis space. According to Dealogic, Davies topped the list of firms for cannabis M&A...
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Hemp-Derived CBD: United States Liberalizes Regulation
Dec. 13, 2018 - While much of the focus recently has been on Canada’s recreational cannabis industry, the United States has made a progressive move of its own, approving legislation that will remove industrial hemp from the definition of “marihuana” under the federal Controlled Substances Act (CSA). The...
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Patricia Olasker Speaks to Bloomberg About Davies’ Role in Canada’s Cannabis Market
Nov. 27, 2018 - In an article published recently in Bloomberg, Davies partner Patricia Olasker speaks about Davies’ involvement in Canada’s booming cannabis industry. Davies ranks first among its peers for working on $5.8 billion worth of cannabis M&A this year, including advising the shareholders of...
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University of Toronto Faculty of Law, The Program on Ethics in Law and Business, M&A Fall Roundtable; Toronto, ON
Nov. 02, 2018
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Davies partner Patricia Olasker Quoted in The Globe and Mail About U.S. Rules on Entry of Cannabis Workers
Oct. 25, 2018 - In articles published recently in The Globe and Mail (available to subscribers) and in the Report on Business Cannabis Professional newsletter, Davies partner Patricia Olasker speaks about the U.S. government’s clarification that Canadians employed in the cannabis industry are...
Guide
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Davies Governance Insights 2018
Oct. 03, 2018 - Davies’ annual Governance Insights reports analyze the top governance trends and issues important to Canadian boards, senior management, in-house counsel and governance observers...
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Ontario Releases Framework for Private Retail Cannabis Sales
Sept. 28, 2018 - With less than three weeks before cannabis becomes legal for adult use in Canada, Ontario has finally tabled its approach to retail distribution. Among the myriad aspects of the recreational cannabis industry left to the discretion of the provinces, retail distribution may have the largest impact...
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Patricia Olasker Quoted in Wall Street Journal About Cannabis Stock Craze
Sept. 25, 2018 - Davies partner Patricia Olasker spoke recently with the Wall Street Journal about the ongoing cannabis stock craze being fuelled by entrepreneurs and investors rushing headlong into the nascent industry, in what some are likening to the late 1990s dot-com bubble and the recent bitcoin...
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The Green Rush: The Cannabis Industry Rolls On
Aug. 03, 2018 - On October 17, 2018, the Canadian recreational cannabis market will open under a patchwork of federal and provincial legislation. With just over two months before legalization, the Canadian cannabis industry continues to evolve and grow at an unprecedented pace. We highlight significant...
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Patricia Olasker Quoted in Lexpert Feature on Cannabis M&A
July 25, 2018 - Davies partner Patricia Olasker spoke recently to Lexpert about M&A activity in Canada’s burgeoning cannabis industry, beginning with Aurora Cannabis Inc.’s unsolicited takeover bid of CanniMed Therapeutics Inc. in November 2017. Patricia described how the firm became involved in the...
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Patricia OIasker and Steven Harris Speak to Forbes About Canadian Proxy Season
June 08, 2018 - Davies partners Patricia Olasker and Steven Harris recently shared their insights on the 2018 Canadian proxy season with Forbes magazine. According to Patricia and Steven, activism this year has “focused primarily on economic activism issues such as capital allocation and operational...
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Warning to Public Companies: Just Because You’re Right Doesn’t Mean It’s Not a Misrepresentation
May 31, 2018 - In a decision that will surprise public company executives and advisers, an Ontario court held that a public company that declined to disclose a consultant’s opinion because it honestly believed the consultant was wrong – and the company later turned out to be correct – might nonetheless be liable...
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Patricia Olasker Speaks to Lexpert About Sandbagging in M&A
May 10, 2018 - Davies partner Patricia Olasker is quoted in the Report on Business/Lexpert Special Edition Canada’s Leading Corporate Lawyers about the practice of “sandbagging,” which, in mergers and acquisitions, refers to the situation in which buyers may agree to a transaction despite knowing that...
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Peter Hong and Patricia Olasker Speak to Lexpert About the Evolution of SPACs
May 07, 2018 - In an article published in the Report on Business/Lexpert Special Edition Canada’s Leading Corporate Lawyers, Davies partners Peter Hong and Patricia Olasker discuss the role of special purpose acquisition corporations (SPACs) in the Canadian investment landscape. According to Peter, the...
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The Cannabis Frenzy
Apr. 06, 2018 - While the Canadian capital markets were volatile in 2017, market activity in the Canadian cannabis sector has achieved unprecedented highs. The $245-million investment by Constellation Brands, a NYSE-listed producer of beer, wine and spirits, in TSX-listed Canopy Growth in the fall of 2017 sparked...
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Patricia Olasker Speaks to The Globe and Mail About the Impact of the Aurora/CanniMed Decision on the Future of Tactical Poison Pills
Apr. 02, 2018 - In an article published on Tuesday in The Globe and Mail (available to subscribers), Davies partner Patricia Olasker spoke about the lasting impact that the Aurora/CanniMed decision is expected to have on hostile takeover bids in all industries, particularly with respect to the use of...
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Weed Wars Part III: The Joint Actor Issue
Mar. 23, 2018 - In the recently released joint reasons of the Ontario and Saskatchewan securities commissions in In the Matter of Aurora Cannabis Inc. in respect of the unsolicited takeover bid by Aurora Cannabis Inc. for all the shares of CanniMed Therapeutics Inc., the commissions considered when a...
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Patricia Olasker Discusses Regulators’ Reasons in Aurora/CanniMed Decision in National Post Article
Mar. 23, 2018 - In an article published on Wednesday in the National Post, Davies partner Patricia Olasker discusses the highly anticipated reasons that were released by the Ontario and Saskatchewan securities commissions in the Aurora Cannabis Inc. /CanniMed Therapeutics Inc. hostile takeover. Patricia...
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Weed Wars Part II: Tactical Poison Pills and Lock-up Agreements in Hostile Bids
Mar. 20, 2018 - The Ontario and Saskatchewan securities commissions recently released joint reasons in In the Matter of Aurora Cannabis Inc. in respect of the unsolicited takeover bid by Aurora Cannabis Inc. for all the shares of CanniMed Therapeutics Inc. and CanniMed’s adoption of a shareholder rights...
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Commercial Certainty Restored: The Federal Court of Appeal Reaffirms the Existence of Transactional Common Interest Privilege
Mar. 13, 2018 - Every day, across Canada, business and tax lawyers rely on the judge-made doctrine of “transactional common interest privilege” to facilitate the due diligence process and to ensure the efficient structuring and negotiation of commercial transactions. This beneficial common law doctrine allows a...
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Patricia Olasker Speaks to Financial Post About Anxious Wait for OSC Reasons on Aurora/CanniMed Order
Feb. 02, 2018 - Speaking to the Financial Post, Davies partner Patricia Olasker discussed the issues the legal and financial community hopes will be addressed in the written reasons behind the Ontario and Saskatchewan securities commissions’ December 22 order blocking CanniMed’s poison pill. Patricia...
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Weed Wars: Securities Commissions Weigh In on Aurora/CanniMed Hostile Bid
Jan. 03, 2018 - After a joint hearing in mid-December, the Ontario and Saskatchewan securities commissions released identical orders in respect of the unsolicited take-over bid by Aurora Cannabis Inc. for the issued and outstanding common shares of CanniMed Therapeutics Inc. and CanniMed’s use of a shareholder...
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Patricia Olasker and Poonam Puri Write on Shareholder Activism in M&A Transactions
Dec. 19, 2017 - In an article published in Listed Magazine, Patricia Olasker and Poonam Puri examine how shareholder activism has been increasingly affecting Canadian public company board decisions and M&A outcomes. The authors provide recent examples to illustrate the various ways in which shareholder...
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Investment Considerations for the Cannabis Industry: Spotting the Red Flags
Nov. 22, 2017 - The recent $245-million investment by Constellation Brands, a NYSE-listed producer of beer, wine and spirits, in TSX-listed Canopy Growth focused attention across North America on the Canadian cannabis industry. The announcement of the approximately 9.9% investment on October 30, 2017 drove Canopy...
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Legal Privilege: Are You Protected?
Oct. 25, 2017 - In this article in Listed Magazine, Patricia Olasker, Tony Alexander and Poonam Puri discuss legal privilege in business transactions, the loss of transactional common interest privilege and best practices that companies should consider to protect the confidentiality of their...
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Patricia Olasker, Tony Alexander and Poonam Puri Discuss Legal Privilege in Listed Magazine
Oct. 25, 2017 - In this article in Listed Magazine, Patricia Olasker, Tony Alexander and Poonam Puri discuss legal privilege in business transactions, the loss of transactional common interest privilege and best practices that companies should consider to protect the confidentiality of their...
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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...
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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...
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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...
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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...
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The Eco Oro Decision: OSC Weighs in on Tactical Private Placements in the Context of Contested Shareholder Meetings
July 05, 2017 - The Ontario Securities Commission’s (OSC) reasons in In the Matter of Eco Oro Minerals Corp. were recently released, providing important guidance regarding private placements of voting securities in the context of proxy contests and articulating the OSC’s views on the public interest in...
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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...
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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...
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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...
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Davies Partner Weighs in on Fairness Opinions
Mar. 24, 2017 - Davies Partner Patricia Olasker was recently interviewed by The Globe and Mail about the Ontario Securities Commission’s review of the Yukon Court of Appeal’s decision to strike down a takeover bid by Exxon Mobil for InterOil because of the fairness opinion provided as part of the deal. ...
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InterOil Take 2: Yukon Court Doubles Down on Requirement for Fixed-Fee Financial Adviser Engagements
Mar. 03, 2017 - On February 20, 2017, the Yukon Supreme Court approved ExxonMobil Corporation’s second attempt to acquire InterOil Corporation through a plan of arrangement. This is the second iteration of the acquisition transaction following the Yukon Court of Appeal’s rejection of the initial...
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Fairness Hearings on Trial
Jan. 25, 2017 - Davies partner Patricia Olasker was recently quoted in a Lexpert.ca article about the implications of the Yukon Court of Appeal decision in InterOil Corp. v. Mulacek to block Exxon Mobil’s $2.3-billion takeover bid of InterOil Corp. The decision raises questions about established...
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If Pills Are Out, Are Private Placements In?
Jan. 12, 2017 - Canada’s new takeover bid regime got its first serious test with Hecla Mining’s attempted hostile takeover of Dolly Varden Silver. Under the new takeover bid rules, poison pills as a bid defence may soon be a thing of the past, to be replaced by private placements as the defensive tactic of choice...
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Yukon Appeal Court’s InterOil Decision Based on Cold, Hard and Questionable Facts
Dec. 02, 2016 - Background A recent court decision from the Yukon has grabbed the attention of financial advisers and mergers and acquisition practitioners, raising questions about established market practices in M&A transactions, particularly with respect to fairness opinions. In a decision...
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Shareholder Activism and Proxy Contests: Issues and Trends in 2016
Apr. 29, 2016 - The year 2015 was significant for proxy contests in Canada, with a total of 55 contests, exceeding the previous record high of 43 contests set in 2009. Although the spike in the number of contests in 2015 may have been exceptional, coinciding with a period of economic downturn in Canada and...
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10 Questions with Patricia Olasker – The Activist Report
Apr. 12, 2016 - In an interview with 13D Monitor’s The Activist Report, Davies partner Patricia Olasker discusses Canadian shareholder activism and corporate governance issues. The wide-ranging conversation covers the advantages and disadvantages of activism in Canada, universal proxies, the controversy...
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Is Canada’s Plan for a Single Securities Regulator on the Ropes? – Lexpert
Mar. 31, 2016 - In a Lexpert article examining whether the Canadian government is still moving ahead with the formation of a cooperative capital markets regulator, Davies partner Patricia Olasker expresses concerns about the decision to import into the proposed legislation British Columbia’s approach to...
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Canadian Securities Regulators Adopt Changes to Early Warning Rules
Feb. 26, 2016 - The Canadian Securities Administrators (CSA) announced yesterday the adoption of amendments to the early warning rules. The CSA received extensive comments from market participants and industry groups in response to the original proposals, which had been published in March 2013. In response to...
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Take-over Bid Code Reset: 50-10-105
Feb. 25, 2016 - The Canadian Securities Administrators (CSA) have announced today the final adoption of previously proposed amendments to Canada’s take-over bid regime. The new rules are designed to shift the balance of power between target boards and shareholders by extending the minimum bid period...
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Too Much Market Power in Capital Markets Act – Financial Post, National Post
Jan. 20, 2016 - In an opinion piece in the Financial Post, Davies Partners Patricia Olasker and Mindy Gilbert detail their concerns with the proposed Capital Markets Act. Olasker and Gilbert urge Canada’s business and legal communities to “pay close attention to the Capital...
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International Bar Association, annual conference, “The Great Debate: Who Decides the Fate of a Company in a Hostile Bid?”; Vienna, Austria; Oct. 04 to 09, 2015
Oct. 04, 2015
Guide
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Multijurisdictional Disclosure System: Offering Securities and Reporting in the United States Using MJDS
Sept. 21, 2015 - The multijurisdictional disclosure system (MJDS) permits eligible Canadian issuers to publicly offer securities in the United States by using a prospectus that is prepared principally in accordance with Canadian disclosure requirements. The MJDS also enables these issuers to substantially satisfy...
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Art of the Deal: A Whopper of a Deal – Lexpert
Sept. 08, 2015 - In a Lexpert article offering a behind-the-scenes look at Burger King’s acquisition of Tim Hortons and the creation of Restaurant Brands International, Davies partners Patricia Olasker and George Addy reveal the long hours and innovative work that went into securing...
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The Day the Wrappers Died…
June 26, 2015 - September 8, 2015 may go down in history as the “day the wrappers died” – for U.S. broker-dealers who sell foreign securities into Canada on a private placement basis, for the Canadian investors who purchase these securities and for the lawyers who advise them. On June...
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Leading-Edge Practices in Subsidiary Governance
June 17, 2015 - At a recent presentation at the Davies Academy for Continuing Professional Development, Davies partner Luis Sarabia and Davies affiliated scholar Poonam Puri discussed recent legal proceedings in which courts have been asked to hold parent companies directly liable in negligence for the actions of...
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DuPont’s Not “Broken,” But a Little Change Could Do It Good - The Globe and Mail
May 09, 2015 - Davies partner Patricia Olasker is quoted in an article that discusses recent instances of shareholder activism.
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Blowing the Whistle on the Whistleblower Program
May 08, 2015 - Davies has submitted a letter to the Ontario Securities Commission (OSC) commenting on Staff’s framework for a proposed Whistleblower Program. The Whistleblower Program would be the first of its kind for Canadian securities regulators and only the second whistleblower program in Canada to offer a...
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Debunking the Myth: Why Activism Is Tough in Canada
Apr. 14, 2015 - Much has been written and said about how hospitable to shareholder activism Canada is compared to the United States. Commentators point to Pershing Square’s stunning victory over Canadian Pacific Railway in 2012 and its even more stunning gains on the investment since then in support of their...
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50-10-120: A New Code for Hostile Bids
Mar. 31, 2015 - Please note: An updated and more comprehensive discussion of this topic is available in Canadian Securities Regulators Chart New Course for Regulation of Hostile Take-over Bids. The Canadian Securities Administrators (CSA) published today for comment proposed rules to...
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Whopper of a Deal with a Double-Double Take on the Canadian Exchangeable Share Structure
Feb. 25, 2015 - The most talked about Canadian deal of 2014 was Burger King’s acquisition of Tim Hortons. This deal made headlines because of its size, its iconic players and the mark that the combined Canadian company, Restaurant Brands International (now commonly referred to by its ticker symbol QSR), would...
Speaking Engagement
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Kingsdale Shareholder Services, Governance Summit, “Managing Through Adversity”
Jan. 15, 2015
Speaking Engagement
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University of Toronto Faculty of Law, “Proposed Cooperative Capital Markets Regulatory System”
Nov. 03, 2014
Speaking Engagement
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Association of Corporate Counsel, ACC annual meeting, “Shareholder Activism: The Good, the Bad and the Ugly”
Oct. 27, 2013
Speaking Engagement
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Ontario Securities Commission, Securities Law Practitioners Conference, “Shareholder Activism and Proxy Contests”; Feb. 20 to 22, 2013
Feb. 22, 2013
Article
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Proxy Contests: The New M&A?, co-author
Sept. 27, 2012
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Corporate Counsel, Annual Hedge Fund General Counsel Summit, “Shareholder Activism and Proxy Contests”
Sept. 19, 2012
Guide
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Share Buy-Backs in Canada
Apr. 03, 2006 - This paper considers Canadian provincial securities legislation in respect of issuer bids. Particular attention is paid to the exemption that permits issuers to repurchase securities by private agreement without making an offer to all holders and offshore selective buy-backs (where the shareholder...
