Sandra Zhao 

Sandra Zhao

Toronto
Brookfield Place, Suite 4400
181 Bay Street
Toronto, Ontario M5J 2T3

t: 416.865.7808
e: sandra.zhao@mcmillan.ca

overview

Sandra is a partner in the firm’s Toronto office and a member of the Capital Markets and M&A Group. Her practice is focused on mergers and acquisitions, corporate finance, proxy fights and business restructuring.  She has represented public and private company clients in a wide range of industries in connection with the purchase and sale of businesses and capital raising, and is experienced in advising shareholders as well as boards of directors in connection with proxy fights.

Sandra also regularly advises public companies on continuous disclosure requirements, corporate governance, stock option plans and rights plans, securities regulatory compliance matters and general corporate and securities law matters. She has an interest and expertise in the duties of boards of directors and has written numerous publications on the topic, as well as taught as a guest lecturer for the “Contested Transactions” course at Queen’s University Faculty of Law.

Sandra is a member of the firm's China Practice Group and is fluent in Mandarin.

Representative Matters

  • Acted for Israel Chemicals Ltd. in its approximately $164 million acquisition of Allana Potash Corp. by way of a plan of arrangement.
  • Acted for Petroflow Energy Corporation in its approximately US$200 million acquisition of all the shares of Equal Energy Ltd. and defeasance of Equal Energy's $51 million outstanding listed debentures.
  • Acted for FCF Capital Inc. in connection with its change of business from a junior resource company to an investment issuer on the TSX Venture Exchange.
  • Acted for Detour Gold Corporation in various "bought deal" public offerings in Canada and the U.S.

Publications

McMillan Advises on First Initial Coin Offering Granted Exemptive Relief by Canadian Securities Regulators
Director Liability for Employee Remuneration: Significant Changes Likely in Store in Ontario
It is Time to Rethink the Use of Fiduciary Out Termination Provisions and the Restriction on Changes in Board Recommendation in Canadian Merger Agreements1
CSA Proposes Changes to Make Rights Offerings More Attractive to Reporting Issuers
The First Concrete Step in the OSC's Exempt Market Reform Initiative:
Introducing the Existing Security Holder Prospectus Exemption
Ontario Court Makes Observations On Purpose Of Fairness Opinions In The Context Of Plans Of Arrangement
Ontario Court Provides Clarification on Requisitioned Shareholders' Meetings
Regulation of Defensive Tactics: A Possible Third Approach
IIROC Withdraws Restricted Dealer Member Proposal; CSA Announces Intention to Amend National Instrument 31-103
Toronto Stock Exchange and TSX Venture Exchange Issue Joint Consultation Paper on Emerging Market Issuers
OSC Publishes Consultation Paper on Potential Capital Raising Prospectus Exemptions
OSC Publishes Guide for Emerging Market Issuers

Education

  • Osgoode Hall Law School, JD - 2010
  • University of Toronto, B.Comm. (graduated with distinction) - 2007

Year Of Call

  • Called to the Ontario bar - 2011

Practices

capital markets
mergers and acquisitions
business law
proxy contests
corporate governance
public disclosures
stock exchange listings
cryptocurrency and blockchain

Industries

mining
private equity - buyouts & venture capital investment

Directorships and Professional Associations

  • Ontario Bar Association
  • Canadian Bar Association

Sandra is a partner in the firm’s Toronto office and a member of the Capital Markets and M&A Group. Her practice is focused on mergers and acquisitions, corporate finance, proxy fights and business restructuring.  She has represented public and private company clients in a wide range of industries in connection with the purchase and sale of businesses and capital raising, and is experienced in advising shareholders as well as boards of directors in connection with proxy fights.

Sandra also regularly advises public companies on continuous disclosure requirements, corporate governance, stock option plans and rights plans, securities regulatory compliance matters and general corporate and securities law matters. She has an interest and expertise in the duties of boards of directors and has written numerous publications on the topic, as well as taught as a guest lecturer for the “Contested Transactions” course at Queen’s University Faculty of Law.

Sandra is a member of the firm's China Practice Group and is fluent in Mandarin.

  • Acted for Israel Chemicals Ltd. in its approximately $164 million acquisition of Allana Potash Corp. by way of a plan of arrangement.
  • Acted for Petroflow Energy Corporation in its approximately US$200 million acquisition of all the shares of Equal Energy Ltd. and defeasance of Equal Energy's $51 million outstanding listed debentures.
  • Acted for FCF Capital Inc. in connection with its change of business from a junior resource company to an investment issuer on the TSX Venture Exchange.
  • Acted for Detour Gold Corporation in various "bought deal" public offerings in Canada and the U.S.
November 2012
OSC Publishes Guide for Emerging Market Issuers
Securities Bulletin