Steven J. Cutler

Partner

Steven J. Cutler

Steven J. Cutler

Partner

Bar Admissions
  • Ontario, 2010

An agile and business-minded lawyer, Steve works on a broad range of corporate and securities matters.

Steve’s practice particularly focuses on securities offerings, as well as mergers and acquisitions. He acts for issuers on their securities and corporate law obligations. Public and private clients of all sizes – including companies in the resource sector – value Steve for his responsiveness and his results-oriented approach to their challenges.

Steven J. Cutler

Partner

An agile and business-minded lawyer, Steve works on a broad range of corporate and securities matters.

Steve’s practice particularly focuses on securities offerings, as well as mergers and acquisitions. He acts for issuers on their securities and corporate law obligations. Public and private clients of all sizes – including companies in the resource sector – value Steve for his responsiveness and his results-oriented approach to their challenges.

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).

Shaw Communications Inc.

Acted for Shaw Communications Inc. in a $548-million secondary bought deal offering of 80,630,383 Class B non-voting participating shares of Corus Entertainment Inc.

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.

Ontario Teachers' Pension Plan Board

Acting for Ontario Teachers' Pension Plan Board in the $170-million sale of its shares in Hudson's Bay Company to an affiliated entity controlled by its chairman.

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.

Fulcrum Capital Partners

Acted for Fulcrum Capital Partners in its equity investment in and related financing of Accucam Machining, a Canada-based supplier of steel parts to heavy original equipment manufacturers in material handling, agricultural and construction industries around the world.

Real estate investment manager

Acted for the vendor in the $32-million acquisition by Fiera Capital Corporation of the 45% interest in Fiera Properties Limited it did not already own. The purchase price consisted of $31.5 million in cash and $500,000 in Fiera Capital shares.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in its acquisition of Hewitt Equipment in a $1-billion transaction that expands Toromont's Caterpillar dealership into Québec, Western Labrador and the Maritimes, and strengthens its expertise in the mining, construction, power systems and forestry sectors.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with a transaction with Shandong Gold that included the sale of a 50% interest in the Veladero gold mine for US$960 million; the negotiation of a 50/50 joint venture arrangement in respect of the Veladero gold mine; the negotiation of a strategic cooperation agreement to explore the joint development of the Pascua-Lama deposit located along the Chilean-Argentinean border; and the evaluation of additional investment opportunities on the highly prospective El Indio Gold Belt on the border of Argentina and Chile.

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.

BMO Capital Markets, Credit Suisse Securities Canada and Scotiabank

Acted for a syndicate of underwriters BMO Capital Markets, Credit Suisse Securities Canada and Scotiabank in connection with Centerra Gold Inc.'s $195-million public offering of subscription receipts. The proceeds of the offering were used to partially finance Centerra's $1.1 billion purchase of Thompson Creek Metals Company Inc.

J.P. Morgan Securities Inc.

Acted for J.P. Morgan Securities Inc., financial advisor and soliciting dealer to Suncor Energy Inc., in connection with its $6.6 billion take-over bid for Canadian Oil Sands Limited.

Independent Electricity System Operator

Acted for the Independent Electricity System Operator in connection with its amended agreement with Bruce Power for the refurbishment of six nuclear units at the Tiverton-based nuclear generation station, the world's largest operating nuclear facility. The amended agreement secures 6,300 megawatts of baseload generating capacity for the province of Ontario and will result in an investment by Bruce Power of approximately $13 billion.

Bulletin

CSA to Pursue Six Initiatives to Cut “Red Tape” for Reporting Issuers

Mar. 28, 2018 - The Canadian Securities Administrators (CSA) will be initiating six policy projects aimed at reducing regulatory burdens for non-investment fund reporting issuers. The projects include: reviewing potential alternative prospectus models;, facilitating at-the-market (ATM) offerings;, revisiting the...

Bulletin

United States Joins Canada and European Union in Adopting Transparency Rules

June 29, 2016 - In line with a global trend for greater transparency of payments made by companies in extractive industries to governments of resource-rich countries, the United States has joined Canada and the European Union in adopting “publish what you pay” rules for such companies. These rules are aimed at...

Bulletin

“Publish What You Pay” Guidance Finalized

Mar. 21, 2016 - Natural Resources Canada has finalized its implementation tools for the Extractive Sector Transparency Measures Act (ESTMA), which was proclaimed into force in June 2015. Commonly known as the “publish what you pay” standards, ESTMA establishes mandatory reporting standards for payments...

Bulletin

It’s Easier to Go “Overboard”: ISS Amends Director Overboarding Policy

Nov. 18, 2015 - Today Institutional Shareholder Services Inc. (ISS) announced that, effective February 1, 2017, it will reduce the number of public company boards on which a director may serve before it recommends that shareholders withhold votes from that director under its amended Overboarded Directors Policy...

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

Bar Admissions

Ontario, 2010

Education

Osgoode Hall Law School, JD, 2009
University of Waterloo, MASc, 2007
University of Waterloo, BASc (Systems Design Engineering) (Honours), 2005

An agile and business-minded lawyer, Steve works on a broad range of corporate and securities matters.

Steve’s practice particularly focuses on securities offerings, as well as mergers and acquisitions. He acts for issuers on their securities and corporate law obligations. Public and private clients of all sizes – including companies in the resource sector – value Steve for his responsiveness and his results-oriented approach to their challenges.

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).

Shaw Communications Inc.

Acted for Shaw Communications Inc. in a $548-million secondary bought deal offering of 80,630,383 Class B non-voting participating shares of Corus Entertainment Inc.

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.

Ontario Teachers' Pension Plan Board

Acting for Ontario Teachers' Pension Plan Board in the $170-million sale of its shares in Hudson's Bay Company to an affiliated entity controlled by its chairman.

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.

Fulcrum Capital Partners

Acted for Fulcrum Capital Partners in its equity investment in and related financing of Accucam Machining, a Canada-based supplier of steel parts to heavy original equipment manufacturers in material handling, agricultural and construction industries around the world.

Real estate investment manager

Acted for the vendor in the $32-million acquisition by Fiera Capital Corporation of the 45% interest in Fiera Properties Limited it did not already own. The purchase price consisted of $31.5 million in cash and $500,000 in Fiera Capital shares.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in its acquisition of Hewitt Equipment in a $1-billion transaction that expands Toromont's Caterpillar dealership into Québec, Western Labrador and the Maritimes, and strengthens its expertise in the mining, construction, power systems and forestry sectors.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with a transaction with Shandong Gold that included the sale of a 50% interest in the Veladero gold mine for US$960 million; the negotiation of a 50/50 joint venture arrangement in respect of the Veladero gold mine; the negotiation of a strategic cooperation agreement to explore the joint development of the Pascua-Lama deposit located along the Chilean-Argentinean border; and the evaluation of additional investment opportunities on the highly prospective El Indio Gold Belt on the border of Argentina and Chile.

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.

BMO Capital Markets, Credit Suisse Securities Canada and Scotiabank

Acted for a syndicate of underwriters BMO Capital Markets, Credit Suisse Securities Canada and Scotiabank in connection with Centerra Gold Inc.'s $195-million public offering of subscription receipts. The proceeds of the offering were used to partially finance Centerra's $1.1 billion purchase of Thompson Creek Metals Company Inc.

J.P. Morgan Securities Inc.

Acted for J.P. Morgan Securities Inc., financial advisor and soliciting dealer to Suncor Energy Inc., in connection with its $6.6 billion take-over bid for Canadian Oil Sands Limited.

Independent Electricity System Operator

Acted for the Independent Electricity System Operator in connection with its amended agreement with Bruce Power for the refurbishment of six nuclear units at the Tiverton-based nuclear generation station, the world's largest operating nuclear facility. The amended agreement secures 6,300 megawatts of baseload generating capacity for the province of Ontario and will result in an investment by Bruce Power of approximately $13 billion.

Bulletin

CSA to Pursue Six Initiatives to Cut “Red Tape” for Reporting Issuers

Mar. 28, 2018 - The Canadian Securities Administrators (CSA) will be initiating six policy projects aimed at reducing regulatory burdens for non-investment fund reporting issuers. The projects include: reviewing potential alternative prospectus models;, facilitating at-the-market (ATM) offerings;, revisiting the...

Bulletin

United States Joins Canada and European Union in Adopting Transparency Rules

June 29, 2016 - In line with a global trend for greater transparency of payments made by companies in extractive industries to governments of resource-rich countries, the United States has joined Canada and the European Union in adopting “publish what you pay” rules for such companies. These rules are aimed at...

Bulletin

“Publish What You Pay” Guidance Finalized

Mar. 21, 2016 - Natural Resources Canada has finalized its implementation tools for the Extractive Sector Transparency Measures Act (ESTMA), which was proclaimed into force in June 2015. Commonly known as the “publish what you pay” standards, ESTMA establishes mandatory reporting standards for payments...

Bulletin

It’s Easier to Go “Overboard”: ISS Amends Director Overboarding Policy

Nov. 18, 2015 - Today Institutional Shareholder Services Inc. (ISS) announced that, effective February 1, 2017, it will reduce the number of public company boards on which a director may serve before it recommends that shareholders withhold votes from that director under its amended Overboarded Directors Policy...

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

Bar Admissions

Ontario, 2010

Education

Osgoode Hall Law School, JD, 2009
University of Waterloo, MASc, 2007
University of Waterloo, BASc (Systems Design Engineering) (Honours), 2005