Sandra Zhao Photo
Sandra Zhao Photo
Sandra Zhao Photo

Sandra Zhao is a talented capital markets and securities lawyer with recognized expertise in mergers and acquisitions, shareholder activism, corporate finance and business restructuring. Sandra represents public and private companies across a wide range of industries on the purchase and sale of businesses, and raising capital. She has extensive experience counseling shareholders and boards of directors in connection with proxy fights.

In addition to advising on continuous disclosure requirements and corporate governance, Sandra provides guidance on equity incentive plans and rights plans, securities regulatory compliance, and general corporate and securities law matters.

With a keen interest in and a full understanding of the duties of boards of directors, Sandra has written numerous publications on the topic. As guest lecturer at Queen’s University Faculty of Law, she taught a course on contested transactions.

Sandra leads and coordinates the efforts of the firm’s China Practice Group in Ontario.



Representative Matters

  • Acted for Madison Dearborn Partners in its approximately $981 million acquisition of IPL Plastics Inc. by way of a plan of arrangement and related financings.
  • Acted for The Catalyst Capital Group Inc. in its successful transaction to enhance shareholder value in connection with the going private transaction of Hudson’s Bay Company.
  • Acted for certain shareholders of Eco Oro Minerals Corp. in connection with a requisitioned shareholders’ meeting to reconstitute the board, various litigation relating thereto and a settlement between Eco Oro and shareholders representing approximately 66.3% of the issued and outstanding common shares of Eco Oro.
  • 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.

News


  • Recognized in the 2023 Lexpert Special Edition on Finance and M&A as one of Canada’s Leading Finance and M&A Lawyers
  • Recognized in the 2023 Canadian Legal Lexpert Directory as a Leading Lawyer to Watch in the area of Corporate Finance & Securities
  • Winner of the Lexpert 2022 Rising Star Awards: Leading Lawyer Under 40
  • Recognized in the 2022 Lexpert Special Edition on Finance and M&A as one of Canada’s Leading Finance and M&A Lawyers
  • Recognized in the 2022 Canadian Legal Lexpert Directory as a Leading Lawyer to Watch in the area of Corporate Finance & Securities

Directorships & Affiliations

  • Ontario Bar Association
  • Canadian Bar Association

Education & Admissions

2011
Called to the Ontario bar
2010
JD Osgoode Hall Law School
2007
B.Comm. (Graduated with Distinction)University of Toronto

Insights (22 Posts)View More

Featured Insight

CIRO Proposes Amendments to Strengthen Short Selling Regulations

On January 11, 2024, CIRO proposed amendments aimed at strengthening short selling regulations in Canada.

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Jan 17, 2024
Featured Insight

British Columbia Securities Commission Holds that the Bar for a Finding of Parties “Acting Jointly or in Concert” is Set Relatively High

This bulletin provides key insights into the BCSC's ruling on the criteria for determining when parties are considered to have acted "jointly and in concert"

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Jan 4, 2024
Featured Insight

CSA and CIRO Provide Update on Short Selling Regulatory Regime Review

On November 16, 2023, the CSA and CIRO published CSA/CIRO Staff Notice 23-332 Summary of Comments and Responses to CSA/IIROC Staff Notice 23-329.

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Nov 20, 2023
Featured Insight

A Look at Some Key Findings by the Alberta Securities Commission in Re Bison Acquisition Corp.

On December 21, 2021, a panel of the Alberta Securities Commission issued its written decision providing its reasons for the oral ruling it made on July 12, 2021 regarding applications brought by Bison Acquisition Corp. and Brookfield Infrastructure Corporation Exchange Limited Partnership, as well as Inter Pipeline Ltd. and Pembina Pipeline Corporation.

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Mar 20, 2023
Featured Insight

McMillan Lawyers’ Comment Letter regarding Staff Notice 23-329: Short Selling in Canada

On December 8, 2022, the Canadian Securities Administrators (the “CSA”) and the Investment Industry Regulatory Organization of Canada (“IIROC”) jointly published Staff Notice 23-329: Short Selling in Canada (the “Short Selling Notice”), which reviews the current regulatory requirements and initiatives with respect to short selling and seeks public feedback on areas for regulatory consideration.

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Feb 22, 2023
Featured Insight

Ontario Superior Court Clarifies “Unreasonable or Unjustifiable” Delay for Requisitioned Meetings

The Ontario Superior Court ordered First Capital to hold a special meeting of unitholders more than two months earlier than originally scheduled.

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Feb 7, 2023
Featured Insight

The State of Play in Shareholder Activism: Issues, Concerns and Trends

Join us for a series of engaging discussions on shareholder activism in Canada. Industry experts will share valuable insights into regulatory and market issues, concerns and trends.

Details
Tuesday, February 28, 2023
Featured Insight

Equity and Debt Activism – Implications for M&A and Special Situations

Join us on Thursday, March 2nd for a series of engaging discussions with industry experts who will share valuable insights into regulatory and market issues, concerns and trends.

Details
Thursday, March 2, 2023
Featured Insight

CSA and IIROC Seek Stakeholder Feedback on Regulatory Framework for Short Selling

The CSA and IIROC jointly published Staff Notice 23-329 which reviews the current regulatory requirements and initiatives with respect to short selling.

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Dec 19, 2022
Featured Insight

CSA Reports a Correlation Between Diversity Targets and Women Representation on Boards

More women are sitting on boards, reports the Canadian Securities Administrators.

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Nov 9, 2022
Featured Insight

Listed Issuer Financing Exemption: Canadian Securities Administrators Introduce Amendments to Facilitate Capital Raising with a Focus on Small Reporting Issuers

The Canadian Securities Administrators announced the introduction of a prospectus exemption which will be available to reporting issuers as of November 21, 2022.

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Sep 14, 2022
Featured Insight

IIROC Addresses Certain Naked Short Selling Concerns – IIROC Notice 22-0130

IIROC guidance regarding short selling in Canada (IIROC Notice 22-0130).

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Aug 30, 2022
Featured Insight

Capital Markets Modernization Taskforce Recommendations – Proxy System Corporate Governance and Mergers and Acquisitions

High-level overview and commentary on the recommendations set out in Section 2.4 of the Capital Markets Modernization Final Report

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Mar 10, 2021
Featured Insight

Fireside Discussion with Grant Vingoe, OSC Acting Chair

This discussion will highlight key priorities of the OSC, including an update on burden reduction work underway. Remarks will also focus on the OSC’s response to COVID19 and provide a regulatory roadmap for navigating contested transactions.

Jun 23, 2020
Featured Insight

Protecting Against Shareholder Activism in Uncertain Times

The aftermath of the COVID-19 pandemic will provide unprecedented opportunities for shareholder activism and companies will need to prepare for coming campaigns.

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Apr 6, 2020
Featured Insight

The HBC Privatization: OSC Provides New Guidance For a Special Committee Process and Reconfirms Disclosure Obligations in Conflict of Interest Transactions

Ontario Securities Commission provides new guidance regarding the role and responsibilities of a special committee in a conflicted going private transaction.

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Mar 3, 2020
Featured Insight

Short Selling in Canada: Regulations are Weak and a New Path Forward is Needed to Reduce Systemic Risk

This bulletin summarizes our concerns and conclusions with respect to the Canadian short selling regulatory regime.

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Nov 11, 2019
Featured Insight

“Acting Jointly or in Concert” – Lack of Clarification and Guidance has Created Unnecessary Legal Wrangling, Particularly in Contested Transactions; A New Path Forward is Needed

As a finding of "joint actor" or "acting jointly or in concert" can result in significant obligations, we have published a paper that seeks to provide clarity

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Sep 24, 2018
Featured Insight

Observations from the Eco Oro Proxy Contest

Today marks the first anniversary of the start of what was likely the most acrimonious proxy fight in Canada in 2017.

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Feb 10, 2018
Featured Insight

McMillan Advises on First Initial Coin Offering Granted Exemptive Relief by Canadian Securities Regulators

McMillan Advises on First Initial Coin Offering Granted Exemptive Relief by Canadian Securities Regulators

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Sep 4, 2017
Featured Insight

Director Liability for Employee Remuneration: Significant Changes Likely in Store in Ontario

Director Liability for Employee Remuneration: Significant Changes Likely in Store in Ontario

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Jun 2, 2017
Featured Insight

It is Time to Rethink the Use of Fiduciary Out Termination Provisions and the Restriction on Changes in Board Recommendation in Canadian Merger Agreements[1]

It is Time to Rethink the Use of Fiduciary Out Termination Provisions and the Restriction on Changes in Board Recommendation in Canadian Merger Agreements1

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Sep 26, 2015

Deals & Cases (13 Posts)

Featured Insight

ASKO Holding’s wholly owned subsidiary, Başak Traktör Tarim Ziraat Ve Iş Makinalari Sanayi Ticaret A.Ş, acquires approximately 96.7% of the issued and outstanding common shares of Buhler Industries Inc.

On December 28, 2023, Başak Traktör Tarim Ziraat Ve Iş Makinalari Sanayi Ticaret A.Ş, a wholly owned subsidiary of ASKO Holding completed its acquisition of all the common shares of Buhler Industries Inc. owned by Combine Factory Rostselmash Ltd., representing 96.7% of the issued and outstanding Shares of the Company.

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Dec 28, 2023
Featured Insight

Johnson Controls announces senior notes offering due 2028 and 2032

Johnson Controls International plc (NYSE:JCI) (“JCI”) announced its €600 million offering of 3% senior notes due 2028 and its US$400 million offering of 4.9% senior notes due 2032.

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Sep 6, 2022
Featured Insight

Sun Valley Successfully elects dissident slate of Directors to Canagold Resources Board of Directors

McMillan acted for Sun Valley Investments LLC (“Sun Valley”) in connection with its opposition to the management and business direction of Canagold Resources Ltd. (TSX: CCM) (“Canagold”) and its proxy fight to change the board of directors by nominating a slate of three independent directors for election at Canagold’s Annual and Special General Meeting.

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Jul 20, 2022
Featured Insight

Frontera Energy Issued US$400 Million in Senior Unsecured Notes

Frontera Energy Corporation (“Frontera”) (TSX:FEC) issued US$400 million in senior unsecured notes due in 2028 at a coupon rate of 7.875% and a related tender offer to repurchase, at a premium, the Company’s US$350 million 9.7% senior secured notes due in 2023.

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Jun 21, 2021
Featured Insight

The Catalyst Capital Group Inc.

McMillan acted as lead counsel to The Catalyst Capital Group Inc. in connection with its successful fight to increase the offer price in the acquisition of Hudson’s Bay Company.

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Feb 19, 2020
Featured Insight

FCF Capital announces US$2 million investment in Vital Alert Communication Inc.

FCF Capital announces US$2 million investment in Vital Alert Communication Inc.

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Jan 18, 2016

Brilliant Resources Inc. receives shareholder approval of change of business and return of capital

Brilliant Resources Inc. receives shareholder approval of change of business and return of capital

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Jun 25, 2015
Featured Insight

ICL completes acquisition of Allana for $164M

ICL completes acquisition of Allana for $164M

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Jun 22, 2015
Featured Insight

Brilliant Resources Inc. invests $10M in Ram Power

Brilliant Resources Inc. invests $10M in Ram Power

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May 1, 2015
Featured Insight

GC-Global Capital Corp. completes best efforts offering

GC-Global Capital Corp. completes best efforts offering

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Apr 25, 2015
Featured Insight

Detour Gold Completes $162 Million Bought Deal Offering

Detour Gold Completes $162 Million Bought Deal Offering

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Feb 18, 2015
Featured Insight

Allana Potash Corp. Enters into Strategic Alliance with Israel Chemicals Ltd.

Allana Potash Corp. Enters into Strategic Alliance with Israel Chemicals Ltd.

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Feb 14, 2014
Featured Insight

Detour Gold Corporation Acquires Trade Winds Ventures Inc.

Detour Gold Corporation Acquires Trade Winds Ventures Inc.

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Dec 1, 2011