Robin Upshall

Partner

Robin Upshall

Robin Upshall

Partner

Bar Admissions
  • Newfoundland and Labrador, 2017
    Ontario, 2005

Clients rely on Robin for insightful advice to get their deals done.

Robin’s broad practice focuses on advising public companies on their capital market transactions, and mergers and acquisitions. Clients trust her clear-cut solutions for their significant transactional matters and regularly choose her for guidance. Robin has considerable experience in cross-border transactions in many industries in North America, Latin America and Europe. Her significant capital market experience includes public offerings and private placements in both Canada and the U.S. Robin’s unflappable manner and client-focused approach have earned the trust of several public companies.

A frequent writer on corporate and capital market issues, Robin is co-author of the Canadian chapter of Mergers & Acquisitions – Jurisdictional Comparisons (the European Lawyer Reference series). Additionally, she teaches the corporate transactions course at Osgoode Hall Law School’s Professional Development LLM program.

Robin is a member of the Ontario Securities Commission’s Continuous Disclosure Advisory Committee and a member of the firm’s Professional Development and Student Committees in Toronto.

Robin Upshall

Partner

Clients rely on Robin for insightful advice to get their deals done.

Robin’s broad practice focuses on advising public companies on their capital market transactions, and mergers and acquisitions. Clients trust her clear-cut solutions for their significant transactional matters and regularly choose her for guidance. Robin has considerable experience in cross-border transactions in many industries in North America, Latin America and Europe. Her significant capital market experience includes public offerings and private placements in both Canada and the U.S. Robin’s unflappable manner and client-focused approach have earned the trust of several public companies.

A frequent writer on corporate and capital market issues, Robin is co-author of the Canadian chapter of Mergers & Acquisitions – Jurisdictional Comparisons (the European Lawyer Reference series). Additionally, she teaches the corporate transactions course at Osgoode Hall Law School’s Professional Development LLM program.

Robin is a member of the Ontario Securities Commission’s Continuous Disclosure Advisory Committee and a member of the firm’s Professional Development and Student Committees in Toronto.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its US$428-million acquisition of all of the outstanding shares of Acacia Mining plc (Acacia) not already owned by Barrick by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (United Kingdom).

Barrick Gold Corporation

Acted for Barrick Gold Corporation to establish a base shelf prospectus qualifying up to US$4 billion of securities in Canada and the United States under the multijurisdictional disclosure system.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its recommended US$18.3-billion share-for-share merger with Randgold Resources Limited. This complex and multijurisdictional transaction created an industry-leading gold company with the greatest concentration of tier one gold assets in the industry and a diversified asset portfolio positioned for growth.

Fortis Inc.

Acted for Fortis Inc. to establish a base shelf prospectus qualifying up to US$2.5 billion of future public offerings of securities in Canada and the United States under the multijurisdictional disclosure system.

TD Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated

Acted as Canadian counsel for the dealer managers, TD Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in Thomson Reuters' substantial issuer bid/tender offer for up to US$9 billion of its common shares and the subsequent US$2 billion return of capital by Thomson Reuters' effected by way of plan of arrangement.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its strategic equity investment in Midas Gold Corp., which is advancing the Stibnite Gold Project in Idaho, and the negotiation of a related investor rights agreement.

Fortis Inc.

Acted for Fortis Inc. in its $500-million at-the-market public offering of common shares, which will be sold through the Toronto Stock Exchange, the New York Stock Exchange or on any other marketplace in Canada or the United States on which the common shares are traded.

Breton Hill Capital Ltd.

Acted for Breton Hill Capital Ltd., a Canadian investment firm managing approximately US$2 billion in client assets, in its sale to Neuberger Berman Group LLC, a global, independent, employee-owned investment manager.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its strategic equity investment in Reunion Gold Corporation and the negotiation of a related investor rights agreement.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its strategic equity investment in Royal Road Minerals Limited and the negotiation of a related investor rights agreement.

Fortis Inc.

Acted for Fortis Inc. in connection with its issuance of an aggregate principal amount of approximately US$2 billion of registered notes in exchange for notes previously issued to U.S. investors on a private placement basis. The new notes issued as a result of the exchange offer were qualified by a prospectus supplement under a cross-border shelf prospectus filed under the multi-jurisdictional disclosure system.

Fortis Inc.

Acted for Fortis Inc. in its $500-million public offering, by way of prospectus supplement, of 2.85% senior unsecured notes due 2023. Fortis established its first cross-border shelf prospectus on November 30, 2016, using the multijurisdictional disclosure system.

Fortis Inc.

Acted for Fortis Inc. in its US$2 billion notes offering under Rule 144A with registration rights in the United States. The net proceeds were used to finance a portion of the cash consideration for the previously announced acquisition of ITC Holdings Corp.

Fortis Inc.

Acted for Fortis Inc. in the US$1.2-billion sale of a 19.9% interest in ITC Holdings Corp. to GIC, a sovereign wealth fund of the Government of Singapore.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its US$610-million gold and silver streaming agreement with Royal Gold Inc. for production linked to Barrick's 60 percent interest in the Pueblo Viejo mine.

Fortis Inc.

Acted for Fortis Inc. in its $600-million bought deal public offering of Series M first preference shares, one of the largest preferred share offerings in Canadian history. The net proceeds were used to repay borrowings incurred to fund the US$2.5-billion cash purchase price paid to acquire UNS Energy Corporation, an Arizona-based utility engaged in the regulated electric generation and energy delivery business.

Fortis Inc.

Acted for Fortis Inc. in its $1.8-billion offering of convertible debentures represented by instalment receipts. The net proceeds from this offering are being used indirectly to partially finance the US$2.5-billion cash purchase price paid by Fortis to acquire UNS Energy Corporation, an Arizona-based integrated utility services holding company. The offering marked the first time in almost two decades that debentures were sold using an instalment receipt structure.

Barrick Gold Corporation

Acted as Canadian counsel to Barrick Gold Corporation in connection with Barrick's approximately US$3-billion bought deal public offering and associated tender offer for its outstanding debt securities.

Fortis Inc.

Acted for Fortis Inc. in connection with its private placement of US$325 million of senior unsecured notes to institutional purchasers in the United States.

Fortis Inc.

Acted for Fortis Inc. in connection with its $250-million bought deal public offering of series K first preference shares.

The Cadillac Fairview Corporation Limited

Acted for The Cadillac Fairview Corporation Limited in connection with its US$150 million investment in Terranum Corporate Properties, a Colombian commercial property development business.

Reuters Group PLC

Acted as Canadian counsel for Reuters Group PLC in its dual-listed company merger with The Thomson Corporation to create Thomson-Reuters in a transaction valued at US$17.6 billion, creating the first Canadian dual-listed company structure.

Bulletin

CSA Proposes New At-the-Market Distribution Regime

May 16, 2019 - The Canadian Securities Administrators (CSA) recently published a notice and request for comment that proposes amendments (Proposed Amendments) to Part 9 of National Instrument 44-102 Shelf Distributions (NI 44-102). The Proposed Amendments, when adopted, will provide a new regime for...

Bulletin

Significant Amendments to CBCA Proposed in 2019 Federal Budget

Apr. 24, 2019 - The 2019 federal budget, announced on March 19, 2019, includes significant proposed changes to the Canada Business Corporations Act (CBCA). The proposed amendments include: codification of key elements of the 2008 decision of the Supreme Court of Canada (SCC) in BCE Inc. v 1976...

Bulletin

Is Your Website Ready?

Feb. 02, 2018 - TSX Website Disclosure Requirements Come into Force on April 1

Bulletin

TSX Amends Disclosure Requirements

Oct. 23, 2017 - The Toronto Stock Exchange (TSX) has adopted amendments to the TSX Company Manual that require listed issuers to post certain corporate governance documents on their websites and alter, in certain respects, the disclosure relating to security based compensation arrangements required to be...

Guide

Canada, co-author

Dec. 31, 2012 - Mergers & Acquisitions – Jurisdictional Comparisons (London: Thomson Reuters)

Article

Shareholder Rights Plans in Canada - A Future for the “Just Say No” Defence in Canada?

Dec. 31, 2012 - Thomas Reuters

Bar Admissions

Newfoundland and Labrador, 2017
Ontario, 2005

Education

Osgoode Hall Law School, LLB, 2004
Memorial University, BSc (Chemistry), 2000
Memorial University, BA (Hons) (History), 2001

Community Involvement

Ontario Securities Commission, Continuous Disclosure Advisory Committee

Clients rely on Robin for insightful advice to get their deals done.

Robin’s broad practice focuses on advising public companies on their capital market transactions, and mergers and acquisitions. Clients trust her clear-cut solutions for their significant transactional matters and regularly choose her for guidance. Robin has considerable experience in cross-border transactions in many industries in North America, Latin America and Europe. Her significant capital market experience includes public offerings and private placements in both Canada and the U.S. Robin’s unflappable manner and client-focused approach have earned the trust of several public companies.

A frequent writer on corporate and capital market issues, Robin is co-author of the Canadian chapter of Mergers & Acquisitions – Jurisdictional Comparisons (the European Lawyer Reference series). Additionally, she teaches the corporate transactions course at Osgoode Hall Law School’s Professional Development LLM program.

Robin is a member of the Ontario Securities Commission’s Continuous Disclosure Advisory Committee and a member of the firm’s Professional Development and Student Committees in Toronto.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its US$428-million acquisition of all of the outstanding shares of Acacia Mining plc (Acacia) not already owned by Barrick by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (United Kingdom).

Barrick Gold Corporation

Acted for Barrick Gold Corporation to establish a base shelf prospectus qualifying up to US$4 billion of securities in Canada and the United States under the multijurisdictional disclosure system.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its recommended US$18.3-billion share-for-share merger with Randgold Resources Limited. This complex and multijurisdictional transaction created an industry-leading gold company with the greatest concentration of tier one gold assets in the industry and a diversified asset portfolio positioned for growth.

Fortis Inc.

Acted for Fortis Inc. to establish a base shelf prospectus qualifying up to US$2.5 billion of future public offerings of securities in Canada and the United States under the multijurisdictional disclosure system.

TD Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated

Acted as Canadian counsel for the dealer managers, TD Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in Thomson Reuters' substantial issuer bid/tender offer for up to US$9 billion of its common shares and the subsequent US$2 billion return of capital by Thomson Reuters' effected by way of plan of arrangement.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its strategic equity investment in Midas Gold Corp., which is advancing the Stibnite Gold Project in Idaho, and the negotiation of a related investor rights agreement.

Fortis Inc.

Acted for Fortis Inc. in its $500-million at-the-market public offering of common shares, which will be sold through the Toronto Stock Exchange, the New York Stock Exchange or on any other marketplace in Canada or the United States on which the common shares are traded.

Breton Hill Capital Ltd.

Acted for Breton Hill Capital Ltd., a Canadian investment firm managing approximately US$2 billion in client assets, in its sale to Neuberger Berman Group LLC, a global, independent, employee-owned investment manager.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its strategic equity investment in Reunion Gold Corporation and the negotiation of a related investor rights agreement.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its strategic equity investment in Royal Road Minerals Limited and the negotiation of a related investor rights agreement.

Fortis Inc.

Acted for Fortis Inc. in connection with its issuance of an aggregate principal amount of approximately US$2 billion of registered notes in exchange for notes previously issued to U.S. investors on a private placement basis. The new notes issued as a result of the exchange offer were qualified by a prospectus supplement under a cross-border shelf prospectus filed under the multi-jurisdictional disclosure system.

Fortis Inc.

Acted for Fortis Inc. in its $500-million public offering, by way of prospectus supplement, of 2.85% senior unsecured notes due 2023. Fortis established its first cross-border shelf prospectus on November 30, 2016, using the multijurisdictional disclosure system.

Fortis Inc.

Acted for Fortis Inc. in its US$2 billion notes offering under Rule 144A with registration rights in the United States. The net proceeds were used to finance a portion of the cash consideration for the previously announced acquisition of ITC Holdings Corp.

Fortis Inc.

Acted for Fortis Inc. in the US$1.2-billion sale of a 19.9% interest in ITC Holdings Corp. to GIC, a sovereign wealth fund of the Government of Singapore.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its US$610-million gold and silver streaming agreement with Royal Gold Inc. for production linked to Barrick's 60 percent interest in the Pueblo Viejo mine.

Fortis Inc.

Acted for Fortis Inc. in its $600-million bought deal public offering of Series M first preference shares, one of the largest preferred share offerings in Canadian history. The net proceeds were used to repay borrowings incurred to fund the US$2.5-billion cash purchase price paid to acquire UNS Energy Corporation, an Arizona-based utility engaged in the regulated electric generation and energy delivery business.

Fortis Inc.

Acted for Fortis Inc. in its $1.8-billion offering of convertible debentures represented by instalment receipts. The net proceeds from this offering are being used indirectly to partially finance the US$2.5-billion cash purchase price paid by Fortis to acquire UNS Energy Corporation, an Arizona-based integrated utility services holding company. The offering marked the first time in almost two decades that debentures were sold using an instalment receipt structure.

Barrick Gold Corporation

Acted as Canadian counsel to Barrick Gold Corporation in connection with Barrick's approximately US$3-billion bought deal public offering and associated tender offer for its outstanding debt securities.

Fortis Inc.

Acted for Fortis Inc. in connection with its private placement of US$325 million of senior unsecured notes to institutional purchasers in the United States.

Fortis Inc.

Acted for Fortis Inc. in connection with its $250-million bought deal public offering of series K first preference shares.

The Cadillac Fairview Corporation Limited

Acted for The Cadillac Fairview Corporation Limited in connection with its US$150 million investment in Terranum Corporate Properties, a Colombian commercial property development business.

Reuters Group PLC

Acted as Canadian counsel for Reuters Group PLC in its dual-listed company merger with The Thomson Corporation to create Thomson-Reuters in a transaction valued at US$17.6 billion, creating the first Canadian dual-listed company structure.

Bulletin

CSA Proposes New At-the-Market Distribution Regime

May 16, 2019 - The Canadian Securities Administrators (CSA) recently published a notice and request for comment that proposes amendments (Proposed Amendments) to Part 9 of National Instrument 44-102 Shelf Distributions (NI 44-102). The Proposed Amendments, when adopted, will provide a new regime for...

Bulletin

Significant Amendments to CBCA Proposed in 2019 Federal Budget

Apr. 24, 2019 - The 2019 federal budget, announced on March 19, 2019, includes significant proposed changes to the Canada Business Corporations Act (CBCA). The proposed amendments include: codification of key elements of the 2008 decision of the Supreme Court of Canada (SCC) in BCE Inc. v 1976...

Bulletin

Is Your Website Ready?

Feb. 02, 2018 - TSX Website Disclosure Requirements Come into Force on April 1

Bulletin

TSX Amends Disclosure Requirements

Oct. 23, 2017 - The Toronto Stock Exchange (TSX) has adopted amendments to the TSX Company Manual that require listed issuers to post certain corporate governance documents on their websites and alter, in certain respects, the disclosure relating to security based compensation arrangements required to be...

Guide

Canada, co-author

Dec. 31, 2012 - Mergers & Acquisitions – Jurisdictional Comparisons (London: Thomson Reuters)

Article

Shareholder Rights Plans in Canada - A Future for the “Just Say No” Defence in Canada?

Dec. 31, 2012 - Thomas Reuters

Bar Admissions

Newfoundland and Labrador, 2017
Ontario, 2005

Education

Osgoode Hall Law School, LLB, 2004
Memorial University, BSc (Chemistry), 2000
Memorial University, BA (Hons) (History), 2001

Community Involvement

Ontario Securities Commission, Continuous Disclosure Advisory Committee