Steven M. Harris

Partner

Steven M. Harris

Steven M. Harris

Partner

Clients trust Steven as a creative thinker and value his ability to develop thoughtful and constructive solutions for their complex issues.

Clients in diverse industries, including mining, technology, quick service restaurants, financial services and telecommunications, turn to Steven for business-minded advice that focuses on their core interests.

Steven advises on a broad range of matters, including public and private mergers and acquisitions, proxy contests, private equity transactions, commercial transactions and capital market regulatory issues.

Acquirers, target companies, activist shareholders, boards and special committees, issuers and private equity investors regularly choose Steven to be a key adviser in their high-profile matters. Public and private companies and their stakeholders routinely consult Steven for guidance on their ongoing Canadian corporate governance and securities law compliance obligations.

Steven is past chair of the Governance Committee of the Canadian Art Foundation.

Steven M. Harris

Partner

Clients trust Steven as a creative thinker and value his ability to develop thoughtful and constructive solutions for their complex issues.

Clients in diverse industries, including mining, technology, quick service restaurants, financial services and telecommunications, turn to Steven for business-minded advice that focuses on their core interests.

Steven advises on a broad range of matters, including public and private mergers and acquisitions, proxy contests, private equity transactions, commercial transactions and capital market regulatory issues.

Acquirers, target companies, activist shareholders, boards and special committees, issuers and private equity investors regularly choose Steven to be a key adviser in their high-profile matters. Public and private companies and their stakeholders routinely consult Steven for guidance on their ongoing Canadian corporate governance and securities law compliance obligations.

Steven is past chair of the Governance Committee of the Canadian Art Foundation.

Agellan Commercial Real Estate Investment Trust

Acted for the special committee of the board of trustees of Agellan Commercial Real Estate Investment Trust in its response to a unitholder requisition made by Sandpiper Real Estate Fund Limited Partnership.

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.

Koch Chemical Technology Group

Acted as Canadian counsel to Koch Chemical Technology Group, a leading design, engineering and manufacturing firm, in its strategic controlling investment in Genesis Robotics, a Canadian robotics technology innovator and subsidiary of Genesis Advanced Technology.

Espial Group Inc.

Acted for the Special Committee of Espial Group Inc. in successfully defending against a proxy contest brought by Vantage Asset Management Inc.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in its acquisition of the fixed wireless Internet access business of I-Netlink Incorporated and Manitoba Netset Ltd., operating in the provinces of Manitoba and Saskatchewan as NetSet Communications.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in its U.S. and Canadian private placement of US$30 million in high yield notes and its US$30 million incremental secured term loan.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in its U.S. and Canadian private placement of US$230 million in high yield notes, its US$75 million incremental secured term loan, its repurchase and redemption of existing high yield notes and its associated consent solicitation.

Kirkland Lake Gold Inc.

Acted for the Special Committee of the board of directors of Kirkland Lake Gold Inc. in connection with its $1-billion combination with Newmarket Gold Inc., by way of a Plan of Arrangement, to create a new low-cost, mid-tier gold producer.

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.

Resolute Performance Fund

Acted for Resolute Performance Fund in connection with its "withhold" proxy contest on the election of the board of directors of Wesdome Gold Mines.

West Face Capital

Acted for West Face Capital in connection with its successful shareholder activist campaign to replace the board and management of Gran Tierra Energy Inc.

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.

TD Securities Inc.

Acted for a syndicate of underwriters led by TD Securities Inc. in connection with a $312-million sale of a combined 9.9% stake in TMX Group Ltd. by Alberta Investment Management Corp., Caisse de dépôt et placement du Québec and Ontario Teachers' Pension Plan Board.

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.

Karoon Gas Australia Ltd.

Acted for Karoon Gas Australia Ltd., an Australian Stock Exchange listed company, in connection with the acquisition of the remaining 35% interest in the Santos Basin Offshore JV from the Brazilian subsidiary of Pacific Exploration & Production Corporation, and related Companies' Creditors Arrangement Act proceedings.

Augusta Resource Corporation

Acted for Augusta Resource Corporation in connection with the defence of the unsolicited take-over bid made by HudBay Minerals Inc., which ultimately resulted in a negotiated transaction representing total equity value of $540 million.

Points International Ltd.

Acted for Points International Ltd. in connection with its acquisition of substantially all of the assets of Crew Marketing International, Inc., a long-time technology vendor for United Airlines MileagePlus. The acquisition was completed in conjunction with the announcement of a long-term partner agreement between Points and United Airlines MileagePlus.

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.

Baffinland Iron Mines Corporation and Baffinland Iron Mines LP

Acted as Canadian counsel to Baffinland Iron Mines Corporation and Baffinland Iron Mines LP in their U.S. and Canadian private placement of US$575 million 8.750% senior secured notes, the repurchase and redemption of an existing series of US$350 million senior secured notes, an associated consent solicitation and an amendment and joinder to the existing revolving credit agreement to increase the aggregate of incremental commitments.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in connection with its $9.1-million acquisition of Platinum Communications Corp.

Noteholders of Armtec Infrastructure Inc.

Acted on behalf of a committee of noteholders in connection with proceedings affecting Armtec Infrastructure Inc. and its subsidiaries under the Companies' Creditors Arrangement Act.

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.

The Energy and Minerals Group

Acted as Canadian counsel to The Energy and Minerals Group in connection with The Energy and Minerals Group increasing their interest in Baffinland's Mary River Iron Ore Project from 30% to 50% and the negotiation of definitive joint venture and related agreements between The Energy and Minerals Group and ArcelorMittal with respect to the development and operation of the Mary River Iron Ore Project.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in its $2-billion acquisition through Companies' Creditors Arrangement Act proceedings of the conventional and specialty television business of Canwest Global Communications Corp., now known as Shaw Media.

HudBay Minerals Inc.

Acted for Jaguar Financial Corporation, a shareholder of HudBay Minerals Inc., in its successful and precedent-setting application to the Ontario Securities Commission to set aside a decision of the Listing Committee of the Toronto Stock Exchange and compel HudBay to obtain shareholder approval in respect of HudBay's proposed $550-million acquisition of Lundin Mining Corporation. This case led to the termination of the proposed transaction and ultimately to the removal from office of members of the Board of Directors of HudBay.

BCE Inc. and Bell Canada

Acted for BCE Inc. and Bell Canada in connection with a proposed $51.7-billion take-private acquisition of BCE by way of a plan of arrangement with an investor group led by Teachers' Private Capital. Successfully defended the transaction in related court proceedings brought by Bell Canada bondholders, and secured a precedent-setting decision from the Supreme Court of Canada.

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.

Guide

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...

In the News

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...

Lexpert Special Edition Leading Canadian Lawyers in Global Mining

The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Finance and Securities

The Best Lawyers in Canada—Mergers and Acquisitions Law; Securities Law

Bar Admissions

Ontario, 1997

Education

University of Western Ontario, LLB, 1995
University of Toronto, BA (Commerce & Economics), 1992

Board Memberships

Canadian Art Foundation, Governance Committee, director and former chair

Teaching Engagements

Steven was a lecturer in the Professional LLM in Business Law at Osgoode Hall Law School.

Clients trust Steven as a creative thinker and value his ability to develop thoughtful and constructive solutions for their complex issues.

Clients in diverse industries, including mining, technology, quick service restaurants, financial services and telecommunications, turn to Steven for business-minded advice that focuses on their core interests.

Steven advises on a broad range of matters, including public and private mergers and acquisitions, proxy contests, private equity transactions, commercial transactions and capital market regulatory issues.

Acquirers, target companies, activist shareholders, boards and special committees, issuers and private equity investors regularly choose Steven to be a key adviser in their high-profile matters. Public and private companies and their stakeholders routinely consult Steven for guidance on their ongoing Canadian corporate governance and securities law compliance obligations.

Steven is past chair of the Governance Committee of the Canadian Art Foundation.

Agellan Commercial Real Estate Investment Trust

Acted for the special committee of the board of trustees of Agellan Commercial Real Estate Investment Trust in its response to a unitholder requisition made by Sandpiper Real Estate Fund Limited Partnership.

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.

Koch Chemical Technology Group

Acted as Canadian counsel to Koch Chemical Technology Group, a leading design, engineering and manufacturing firm, in its strategic controlling investment in Genesis Robotics, a Canadian robotics technology innovator and subsidiary of Genesis Advanced Technology.

Espial Group Inc.

Acted for the Special Committee of Espial Group Inc. in successfully defending against a proxy contest brought by Vantage Asset Management Inc.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in its acquisition of the fixed wireless Internet access business of I-Netlink Incorporated and Manitoba Netset Ltd., operating in the provinces of Manitoba and Saskatchewan as NetSet Communications.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in its U.S. and Canadian private placement of US$30 million in high yield notes and its US$30 million incremental secured term loan.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in its U.S. and Canadian private placement of US$230 million in high yield notes, its US$75 million incremental secured term loan, its repurchase and redemption of existing high yield notes and its associated consent solicitation.

Kirkland Lake Gold Inc.

Acted for the Special Committee of the board of directors of Kirkland Lake Gold Inc. in connection with its $1-billion combination with Newmarket Gold Inc., by way of a Plan of Arrangement, to create a new low-cost, mid-tier gold producer.

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.

Resolute Performance Fund

Acted for Resolute Performance Fund in connection with its "withhold" proxy contest on the election of the board of directors of Wesdome Gold Mines.

West Face Capital

Acted for West Face Capital in connection with its successful shareholder activist campaign to replace the board and management of Gran Tierra Energy Inc.

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.

TD Securities Inc.

Acted for a syndicate of underwriters led by TD Securities Inc. in connection with a $312-million sale of a combined 9.9% stake in TMX Group Ltd. by Alberta Investment Management Corp., Caisse de dépôt et placement du Québec and Ontario Teachers' Pension Plan Board.

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.

Karoon Gas Australia Ltd.

Acted for Karoon Gas Australia Ltd., an Australian Stock Exchange listed company, in connection with the acquisition of the remaining 35% interest in the Santos Basin Offshore JV from the Brazilian subsidiary of Pacific Exploration & Production Corporation, and related Companies' Creditors Arrangement Act proceedings.

Augusta Resource Corporation

Acted for Augusta Resource Corporation in connection with the defence of the unsolicited take-over bid made by HudBay Minerals Inc., which ultimately resulted in a negotiated transaction representing total equity value of $540 million.

Points International Ltd.

Acted for Points International Ltd. in connection with its acquisition of substantially all of the assets of Crew Marketing International, Inc., a long-time technology vendor for United Airlines MileagePlus. The acquisition was completed in conjunction with the announcement of a long-term partner agreement between Points and United Airlines MileagePlus.

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.

Baffinland Iron Mines Corporation and Baffinland Iron Mines LP

Acted as Canadian counsel to Baffinland Iron Mines Corporation and Baffinland Iron Mines LP in their U.S. and Canadian private placement of US$575 million 8.750% senior secured notes, the repurchase and redemption of an existing series of US$350 million senior secured notes, an associated consent solicitation and an amendment and joinder to the existing revolving credit agreement to increase the aggregate of incremental commitments.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc. in connection with its $9.1-million acquisition of Platinum Communications Corp.

Noteholders of Armtec Infrastructure Inc.

Acted on behalf of a committee of noteholders in connection with proceedings affecting Armtec Infrastructure Inc. and its subsidiaries under the Companies' Creditors Arrangement Act.

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.

The Energy and Minerals Group

Acted as Canadian counsel to The Energy and Minerals Group in connection with The Energy and Minerals Group increasing their interest in Baffinland's Mary River Iron Ore Project from 30% to 50% and the negotiation of definitive joint venture and related agreements between The Energy and Minerals Group and ArcelorMittal with respect to the development and operation of the Mary River Iron Ore Project.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in its $2-billion acquisition through Companies' Creditors Arrangement Act proceedings of the conventional and specialty television business of Canwest Global Communications Corp., now known as Shaw Media.

HudBay Minerals Inc.

Acted for Jaguar Financial Corporation, a shareholder of HudBay Minerals Inc., in its successful and precedent-setting application to the Ontario Securities Commission to set aside a decision of the Listing Committee of the Toronto Stock Exchange and compel HudBay to obtain shareholder approval in respect of HudBay's proposed $550-million acquisition of Lundin Mining Corporation. This case led to the termination of the proposed transaction and ultimately to the removal from office of members of the Board of Directors of HudBay.

BCE Inc. and Bell Canada

Acted for BCE Inc. and Bell Canada in connection with a proposed $51.7-billion take-private acquisition of BCE by way of a plan of arrangement with an investor group led by Teachers' Private Capital. Successfully defended the transaction in related court proceedings brought by Bell Canada bondholders, and secured a precedent-setting decision from the Supreme Court of Canada.

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.

Guide

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...

In the News

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...

Lexpert Special Edition Leading Canadian Lawyers in Global Mining

The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Finance and Securities

The Best Lawyers in Canada—Mergers and Acquisitions Law; Securities Law

Bar Admissions

Ontario, 1997

Education

University of Western Ontario, LLB, 1995
University of Toronto, BA (Commerce & Economics), 1992

Board Memberships

Canadian Art Foundation, Governance Committee, director and former chair

Teaching Engagements

Steven was a lecturer in the Professional LLM in Business Law at Osgoode Hall Law School.