56 | LEXPERT • June 2015 | www.lexpert.ca/usguide-corporate/
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Partner in Torys' Managed Assets Practice. Transaction-oriented practice focuses on
mergers and acquisitions, business partnering, public off erings, fi nancings, advice to
boards and their committees, and all other aspects of securities law. Well-known both
domestically and internationally for her work dealing with public and private managed
products, including creative product design for mutual, pooled, hedge and segregated
funds; wrap accounts and pension vehicles; and the myriad issues surrounding portfolio
management. Listed in ! e 2014 Lexpert®/American Lawyer Guide to the Leading 500
Lawyers in Canada, Best Lawyers' ! e Best Lawyers in Canada 2015 and 2011 PLC
Which Lawyer? Yearbook. Former member of the Securities Advisory Committee of the
OSC. Has written and spoken extensively in Canada and abroad on these topics. LLB,
1977, Osgoode Hall Law School, York University; BA, 1974, University of Toronto.
Ontario Bar, 1979.
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Practices corporate and securities law, with an emphasis on M&A and private equity.
Acts for a wide variety of private-equity fi rms and pension funds, advising on manage-
ment buyouts and leveraged buyouts of public and private companies. Regularly advises
acquirers and targets in connection with public take-over bids, plans of arrangement, and
private acquisitions and divestitures. Also has extensive experience in corporate fi nance,
including advising issuers and underwriters on public and private off erings of equity
and debt securities. Regularly represents CPPIB, Ontario Teachers', OMERS Private
Equity, TorQuest Partners, Clairvest, Altas Partners and Birch Hill Equity Partners,
among others. Listed as a leading lawyer in corporate securities, private equity and M&A
by various publications, including ! e Best Lawyers in Canada 2015 and ! e Canadian
Legal Lexpert® Directory 2014. Named one of Lexpert®'s "Rising Stars: Leading Lawyers
Under 40." LLB, 1993, University of Toronto; BA (Honors), 1989, Queen's University.
Ontario Bar, 1995.
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Frank DeLuca is a partner whose practice focuses on corporate fi nance, mergers and
acquisitions, corporate governance and continuous disclosure. He has extensive experi-
ence in negotiating support, arrangement and voting agreements for public acquisitions
and sales and purchase agreements for private acquisitions. DeLuca advises both issuers
and underwriters in the raising of capital in Canada and the US, and assists clients in
constructing and documenting corporate governance regimes in compliance with appli-
cable laws and industry standards including industry associations. He also advises clients
on compliance with continuous disclosure regimes under applicable securities laws
and industry standards and provides strategic advice to clients on the implementation
and structuring of a variety of joint ventures in various jurisdictions around the world.
DeLuca was appointed to the Ontario Securities Commission's Continuous Disclosure
Advisory Committee for 2008–2009. DeLuca was called to the Ontario Bar in 1998.
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Transactional corporate securities practice involving Canadian and cross-border public
and private off erings, take-over bids, and mergers and acquisitions. Practice also includes
advising independent and special committees of public entities, or their fi nancial advisors,
in the context of change of control or related-party transactions. Clients include bank-
owned and independent investment banks, as well as Canadian public issuers (large,
mid-cap, as well as emerging), activist shareholders, and domestic and foreign acquirers
of Canadian public entities. Industry experience includes REITs, mining, technology
and fi nancial institutions. Past member of the Ontario Securities Commission's Securi-
ties Advisory Committee. Also serves as a trustee of Slate Offi ce Real Estate Investment
Trust, a Canadian publicly traded REIT. Consistently Recommended in Lexpert®.
Marlene J.
Davidge
Torys LLP
Tel: (416) 865-7322
Fax: (416) 865-7380
Toronto
Matthew
Cockburn
Torys LLP
Tel: (416) 865-7662
Fax: (416) 865-7380
Toronto
Frank A.
DeLuca
Cassels Brock &
Blackwell LLP
Tel: (416) 642-7475
Fax: (416) 640-3134
Toronto
Georges
Dubé
Bennett
Jones LLP
Tel: (416) 777-7446
Fax: (416) 863-1716
Toronto
mdavidge@torys.com
mcockburn@torys.com
fdeluca@casselsbrock.com
dubeg@bennettjones.com
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CORPORATE FINANCE & SECURITIES