Lawyer Profile Detail
Ian C. Michael
Ian Michael is a partner in our Business Law Group in Toronto and co-chair of the firm’s China group. He practices corporate and securities law with a focus on mergers and acquisitions and corporate finance.
Mr. Michael provides ongoing advice on securities law, corporate law and corporate governance matters to boards and management of public and private companies in a variety of industries, including aviation, mining, real estate and financial services.
Mr. Michael’s experience includes representing the following in announced transactions:
Mergers & Acquisitions
- Leyou Technologies Holdings (1089-HKSE) in its Ontario private company acquisition of Digital Extremes;
- NorthWest REIT in its hybrid combination with NorthWest International REIT by way of plan of arrangement;
- Fairfax Financial Holdings in its acquisition of Petheath Inc. by way of a plan of arrangement;
- BBA Aviation PLC in its sale of landing gear maker, APPH, to Héroux-Devtek;
- Emergent BioSolutions in its acquisition of Cangene Corporation by way of a plan of arrangement;
- Fairfax Financial Holdings on its proposed acquisition of BlackBerry Ltd. ($4.7 billion) and subsequent lead investment in a $1.25 billion convertible debt financing of BlackBerry;
- The controlling shareholder of ShawCor in the sale of substantially all of its interest in ShawCor and the elimination of its dual class structure;
- Rio Tinto in the acquisition of a controlling interest in Ivanhoe Mines and support for Ivanhoe Mines’ US$7.3B financing plan for its Oyu Tolgoi copper/gold project;
- WGI Heavy Minerals in its acquisition by Opta Minerals pursuant to a take-over bid;
- Maple Group in its acquisition of each of TMX Group Inc., The Canadian Depository for Securities Limited, Alpha Trading Systems Inc. and Alpha Trading Systems Limited Partnership, by way of a hybrid take-over bid and plan of arrangement and private agreement transactions;
- UNX Energy in its acquisition by HRT Participações em Petróleo S.A. of Brazil by way of plan of arrangement in consideration of Global Depositary Receipts listed on the TSX;
- Desjardins Financial Group in its take-over bid for Western Financial Group;
- Schlegel Health Care in its take-over bid for The Homewood Corporation;
- Genuity Capital Markets in its cash and share-exchange acquisition by Canaccord Financial;
- InStorage REIT in its acquisition by TKG-StorageMart Group by way of supported take-over bid;
- Fairmont Hotels in its private company sale of Delta Hotels to bcIMC;
- Integrated Device Technology, Inc. in its acquisition of Tundra Semiconductor Corporation by way of plan of arrangement;
- Creststreet Power & Income Fund during its sale to FPLE Canada;
- LionOre Mining in connection with competing take-over bids by Xstrata plc and Norilsk Nickel ($6.8 billion);
- Central African Mining & Exploration Company PLC in its unsolicited take-over bid for Katanga Mining;
- Scotiabank in its equity investment in DundeeWealth Inc.;
- Camco Inc. during the insider take-over bid made by Controladora Mabe S.A. de C.V.; and
- Smithfield Foods, Inc. in its sale of Schneider Corporation to Maple Leaf Foods Inc. and the related redemption of exchangeable securities of its Canadian subsidiary.
- Alliance Corporation on its acquisition by Ironbridge Equity Partners;
- Aramsco Holdings (a portfolio company of AEA Investors) in its acquisition of Safety Express;
- The Vistria Group on its recapitalization of Penn Foster Education Group; and
- private equity investors making an investment by way of cross-border exchangeable shares.
Represented issuer, underwriters, agents or investors on public offerings or private placements by:
- Sun Life Financial Inc.;
- Pearson International Fuel Facilities Corporation;
- Montreal International Fuel Facilities Corporation;
- Vancouver Airport Fuel Facilities Corporation;
- Summit REIT;
- Comber Wind Financial Corporation; and
- Brookfield Renewable Kwagis Holding.
Projects and Governance
- Counsel on the development and financing of a $110 million aviation fuel facility with pipeline and railway delivery channels to multiple international airports;
- Counsel on the development and financing of a rail off-loading terminal and 40 million litre aviation fuel storage tank system with delivery pipeline to a major international Airport;
- the special committee of a Canadian REIT in connection with the acquisition of assets from a related party;
- Counsel to the independent committee of a family controlled public company in connection with a governance review;
- WGI Heavy Minerals in connection with the successful defence in a dissident proxy battle for the election of directors; and
- Dissident former CEO and significant shareholder in a proxy fight for the election of directors to YMG Capital Management.
Mr. Michael also acts for both corporate issuers of securities and for the underwriters/investors in private placements and public financings. He regularly acts for aviation fuelling consortia at most international airports in Canada including in connection with their financing activities and commercial agreements.
Mr. Michael teaches a seminar on mergers & acquisitions for the advanced securities law program at the University of Western Ontario and the University of Windsor. In 2006, he completed an eight-month secondment to the Mergers & Acquisitions Team of the Corporate Finance Branch at the Ontario Securities Commission. He is also a contributor to Annotated Ontario Securities Legislation published semi-annually by CCH. In January 2014, Mr. Michael was appointed a member of the Securities Advisory Committee of the Ontario Securities Commission.
Mr. Michael appears in the 2015 edition of The Canadian Legal Lexpert Directory, a guide to the leading law firms and practitioners in Canada, as a repeatedly recommended lawyer in the areas of corporate finance and securities.
Mr. Michael received his BA and LLB from Queen’s University in 1996 and 1999, respectively. He was called to the Ontario bar in 2001. He is a member of the board of trustees of the St. Andrew’s College Foundation.
Amendments to Take-Over Bid Rules Will Deliver More Support to Boards
Proposed Changes to Takeover Bid Regime in Canada Would Put More Time in the Hands of Target Boards
Proposed Changes to Early Warning Reporting System Address Market Transparency and Shareholder Activism in Canada
Litigation in the Context of Corporate Takeovers
Executing the Necessities of M&A Practice and Satisfying the Agreement
Amendments to Ontario Securities Act Affect Insider Trading Rules
Laying the Foundation for a National Securities Regulator
Highlights from the OSC’s Annual Corporate Finance Branch Report
Private Equity Co-Investor Strategy Trips up JLL Partners’ Bid for Patheon
Disclosure of Derivative Positions Attracts Renewed Scrutiny
McCarthy Tétrault Welcomes 11 New Equity Partners
Transactions & Cases
Lorus Therapeutics completes C$25 million public offering
Lorus Therapeutics completes C$8 million share offering
Fairfax leads investor group in US$1.25 billion investment in BlackBerry
Laird Plastics Inc. acquires The EM Group Inc.
ShawCor eliminates dual-class share structure by way of plan of agreement
Brookfield Renewable completes C$450 million financing for Comber wind facility
Invenergy completes the project financing for Phase 1 of the Des Moulins wind farm project
Brookfield Renewable completes C$175 million financing for B.C. Hydroelectric Project
Maple Group completes acquisition of TMX Group, CDS and Alpha Group
WGI Heavy Minerals completes C$15.45 million sale to Opta Minerals