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Critical Situations


Navigating complexities, delivering solutions – your partner in high-stake situations.
Whether it be a proxy contest, contested bid, boardroom battle or corporate crisis. Our fully integrated team brings unparalleled experience and expertise in securities law, corporate governance, and capital markets litigation, with a distinguished national and transnational presence.
Fasken
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Overview

Extraordinary circumstances require a multi-faceted legal response. Businesses today face escalating pressures to swiftly and proficiently navigate the evolving landscape of risks, which can affect a corporation's reputation as well as those of its executives, directors. 

Our clients count on us to respond immediately and provide practical, real-time advice and guidance to boards of directors, corporate officers and shareholder groups facing imminent challenges or opportunities. Our team provides advice and support to existing clients of the firm and new clients ,including where independent advice is needed due to the particular circumstances.

We stand out for our proactive approach to fostering solutions and driving positive outcomes for our clients. We are recognized by our peers as having among the most comprehensive subject matter knowledge and experience in the Canadian legal community. The corporate and litigation members of the team work seamlessly together to deliver efficient, creative and business-focused solutions to clients, while managing reputational, legal and financial risks.

Our key areas of experience include:

  • Shareholder activism and proxy contests
  • Internal investigations relating to potential securities law violations, financial reporting, executive conduct, fraud and conflict of interest
  • Advising boards on pressing corporate governance matters
  • Special committee mandates
  • Responding to whistleblower complaints and short seller allegations
  • Trading issues, including insider trading and reporting
  • Securities regulatory investigations, including enforcement matters and continuous disclosure reviews
  • Related civil and administrative proceedings
  • Coordinating with foreign counsel on cross-border internal and regulatory investigations and litigation matters for their clients
  • Engagement with key stakeholders, including regulators, auditors, shareholders and lenders

Achievements

Team

Primary Contacts
  • Bradley A. Freelan, Partner | Mergers & Acquisitions, Toronto, ON, +1 416 865 4423, bfreelan@fasken.com
  • David A. Hausman, Partner | Mergers & Acquisitions, Toronto, ON, +1 416 868 3486, dhausman@fasken.com
  • Neil Kravitz, Partner | Co-lead, Corporate, Co-lead, Cross Border and International Practice, Montréal, QC, +1 514 397 7551, nkravitz@fasken.com
  • Grant E. McGlaughlin, Partner | Co-Leader, Private Equity, Toronto, ON, +1 416 865 4382, gmcglaughlin@fasken.com
  • Brad Moore, Partner | Litigation and Dispute Resolution, Toronto, ON, +1 416 865 4550, bmoore@fasken.com
  • Marie-Josée Neveu, Partner | Chair of the Partnership Board, Montréal, QC, +1 514 397 4304, mneveu@fasken.com
  • Jonathan Wansbrough, Partner | Securities Litigation, Toronto, ON, +1 416 943 8839, jwansbrough@fasken.com

Client Work

  • Gatos Silver, Inc. resolves securities class action regarding its dual initial public offering, [Case - Gatos Silver, Inc.], Silver mining company defends securities class action.
  • Noranda Income Fund completes going-private transaction with Glencore Canada Corporation, [Deal - Noranda Income Fund], Noranda Income Fund completes going-private transaction with Glencore Canada Corporation.
  • Aux Cayes Fintech Co. Ltd. settles with OSC over registration requirements, [Case - Aux Cayes Fintech Co Ltd], Seychelles-based company reaches settlement.
  • TCI Fund Management Limited proxy contest against Canadian National Railway Company, [Deal - TCI Fund Management Limited], TCI Fund Management Limited proxy contest against Canadian National Railway Company, which resulted in a settlement agreement entered into by both parties.
  • Aphria announces successful takeover bid defence, [Deal - Aphria Inc.], On January 23, 2019, Green Growth Brands (“GGB”) launched a hostile bid (the “GGB Bid”) to acquire all of the outstanding common shares of Aphria (“Aphria”). On February 6, 2019, Aphria filed and mailed its directors’ circular recommending that Aphria shareholders reject the GGB Bid. On April 15,...
  • Air Canada completes acquisition of Aimia’s Aeroplan loyalty business, [Deal - Air Canada], Fasken represented Air Canada in the successful closing of its purchase of Aimia Inc.’s Aeroplan loyalty program in a transaction valued at approximately $2.4 Billion and the completion of a number of commercial agreements related to the new loyalty program of Air Canada with The Toronto-Dominion...
  • Uni-Select announces review of strategic alternatives, [Deal - Uni-Select], On September 18, 2018, Uni-Select (TSX: UNS) announced the formation of a special committee of independent members of the Board of Directors to oversee a review of strategic alternatives. The special committee has a mandate to work with the Board of Directors and Management to identify, review, a...
  • Cossette acquired by Mill Road Capital in US$115 million deal, [Deal - Cossette Communication Group Inc.], On December 23, 2009, Mill Road Capital, L.P., a Connecticut-based private equity fund, completed its acquisition of Cossette Inc. by way of an amalgamation between Cossette and an indirect subsidiary of Mill Road. The entity resulting from the transaction will continue as Cossette Inc. The acqui...
  • Proxy fight involving Fortsum Solutions d'affaires and a dissenting shareholder, [Case - Fortem Solutions Inc.], Advised Fortsum Solutions d'affaires

Knowledge

  • Cormark Securities (Re): the Ontario Capital Markets Tribunal Gives New and Noteworthy Guidance to Sophisticated Public Market Investors and Investment Dealers, 12/12/2024
  • Is a “Material Change” Ahead for Reporting Issuers in Canada? The Supreme Court Will Decide, 6/19/2024
  • Québec’s Financial Markets Administrative Tribunal Can Properly Claim Jurisdiction over Out-of-Province Defendants in a Pump-and-Dump Scheme Enforcement Proceeding, 12/7/2023