Lexpert US Guides

104 | LEXPERT • June 2014 | www.lexpert.ca « MERGERS & ACQUISITIONS » Advises boards of directors and independent committees on corporate governance, M&A and securities regulation in Canada, as well as multinational transactions in Canada, the UK and other countries. A recognized expert in proxy contests, public & private fi nancing, private placements, take-over bids, going-private transactions, restructurings and stock exchange and securities enforcement issues. Clients include boards and independent committees of boards of directors, public companies, investment dealers and institutional investors. Recognized as one of Canada's leading lawyers in corporate governance, M&A, capital markets and corporate fi nance by Best Lawyers in Canada, Chambers Global, International Financial Law Review, the International Who's Who of Business Lawyers and several Lexpert® publications. Received ICDD designation from the Institute of Corporate Directors and served on its board. Taught securities regulation and business law at Queen's University, Osgoode Hall Law School, McGill University and the University of Toronto. Co-authored Private Placements in Canada. » Partner practicing corporate and securities law. Emphasis on mergers & acquisitions, shareholder activism and corporate fi nance transactions. Past member of fi rm's management committee. Advises public corporations and leading US and Canadian investment banks, hedge funds, private-equity fi rms and institutional shareholders in M&A transactions. Expertise in domestic and cross-border IPOs, north/southbound off erings of equity/debt under MJDS; development of innovative structured debt and equity products; and public market derivative securities. Recipient, 2013 Lexpert® Zenith Award. Achieved Martindale-Hubbell's highest rating (AV). Named one of Canada's Top 25 Women Lawyers by Lexpert®. Recognized in Chambers Global (corporate/M&A), IFLR1000, PLC Which Lawyer?, Best Lawyers, Law Business Research's International Who's Who of Capital Markets Lawyers, ! e Canadian Legal Lexpert® Directory and WXN's Canada's Top 100 Most Powerful Women. LLB, Osgoode; Berkeley, LLM program (Abt). Called to Ontario Bar 1979. » Partner and Chair of the Mergers & Acquisitions Specialty Group, member of the fi rm's Executive Committee. Practice focuses on corporate and securities law with an emphasis in M&A and corporate fi nance. Has counseled acquirers, target companies, selling shareholders, special committees, boards, and fi nancial advisors concerning take-over bids, negotiated acquisitions, complex arrangements and restructurings, confl ict transactions, corporate governance and securities law compliance. Recognized by Lexpert® as one of Canada's "Rising Stars: Leading Lawyers Under 40" in 2010. Recent assignments include acting for KingSett Capital in its unsolicited take-over bid for Primaris REIT (turned friendly plan of arrangement with H&R REIT and Primaris); Shoppers Drug Mart in its acquisition by Loblaw; TELUS in its dual-class share capital reorganization; and Walter Energy in its cross-border acquisition of Western Coal. Admitted to the Bar in Ontario (1998); JD from Western University Faculty of Law (1996), BES from University of Waterloo (1993). » Practice focuses on public market M&A, corporate fi nance and board advisory mandates. Former director, Capital Markets Branch, OSC. Member of Executive Committee and head of International Practice. Extensive experience in public market transactions and advising senior management and boards of directors on legal and strategic matters. Recent transactions include Inmet's response to First Quantum's unsolicited take-over off er, Viterra's sale to Glencore, HOMEQ Corporation's sale to Birch Hill Partners, IPOs of Global Water Resources and Whistler Blackcomb, Wi-Lan's attempted take-over of Mosaid, the sale of Bumble Bee Foods to Lion Capital, DuPont Canada's acquisition of manufacturing assets from INVISTA (Canada), restructuring of Primary Energy Recycling Corporation, Pallinghurst Resources' fi nancing of Platmin Limited, and Viterra's acquisitions of ABB and Agricore United. Listed in numerous publications for his expertise in M&A, corporate fi nance and capital markets. JD, 1981, University of Toronto. William K. Orr Fasken Martineau DuMoulin LLP Tel: (416) 865-4360 Fax: (416) 364-7813 Toronto Patricia L. Olasker Davies Ward Phillips & Vineberg LLP Tel: (416) 863-5551 Fax: (416) 863-0871 Toronto Emmanuel Pressman Osler, Hoskin & Harcourt LLP Tel: (416) 862-4903 Fax: (416) 862-6666 Toronto James D. Scarlett Torys LLP Tel: (416) 865-8199 Fax: (416) 865-7380 Toronto worr@fasken.com polasker@dwpv.com epressman@osler.com jscarlett@torys.com

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