Sandra Zhao

Toronto

416.865.7808

[email protected]

Expertise Business Law Capital Markets & Securities Corporate Governance Mergers & Acquisitions

Language(s) Spoken

English
Mandarin

Sandra Zhao is a talented capital markets and securities lawyer with recognized expertise in cross-border 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 and Lincoln Alexander School of Law, she taught courses on contested transactions, take-over bids and plans of arrangement.

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

Among other recognitions by leading directories, Sandra is the winner of the Lexpert 2022 Rising Star Awards: Leading Lawyer Under 40.

Expertise

Practices

Representative Matters

Represented the Special Committee of Alpha Lithium in successfully obtaining enhanced value for shareholders from a hostile bidder
Represented Muddy Waters in connection with the successful reconstitution of the full board of Mayfair Gold Corp.
Represented the Special Committee of Bitfarms Ltd. in connection with the successful defence of a proxy contest initiated by a competitor
Acted for Thoma Bravo in its $1.8 billion acquisition of Magnet Forensics Inc. (TSX:MAGT) which included a successful defence to an activist seeking to solicit votes to block transaction.
Acted for Johnson Controls International plc (NYSE:JCI) in its €600 million offering of 3% senior notes due 2028 and its US$400 million offering of 4.9% senior notes due 2032.
Acted for Sun Valley Investments in connection with the successful election of its three nominees to the board of Canagold Resources Ltd. (TSX:CCM)
Acted for Frontera Energy Corporation (TSX:FEC) in its issuance of US$400 million 7.875% senior unsecured notes due in 2028 at a and a related tender offer to repurchase its US$350 million 9.7% senior secured notes due in 2023.
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 Lembit Janes in his fight to successfully reconstitute the board of trustees of SIR Royalty Income Fund (TSX:SRV.UN).
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 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 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

Rankings & Recognitions

Recognized by Best Lawyers in Canada (2025) as a leading lawyer in the area of Corporate Law
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 (27 Posts)View More

Capital Markets Tribunal Decision Confirms Legality of Hedging Transactions Despite Public Interest Concerns

The recent ruling by the Capital Markets Tribunal underscores the inherent tension between investor protection and the goals of market efficiency and fostering.

Nov 27, 2024

Ontario’s Capital Markets Tribunal Re-Frames the Public Interest Standard in Riot Platforms, Inc. v Bitfarms Ltd. and Ontario Securities Commission

The Ontario Capital Markets Tribunal creates a new standard for exercising its public interest power where a cease trade order for a rights plan is sought.

Nov 26, 2024

Towards a Shared Understanding: Canada’s New Sustainable Investment Guidelines & Mandated Climate Disclosures

Canada’s New Sustainable Investment Guidelines (Taxonomy) & Mandated Climate Disclosures

Nov 4, 2024

Boardroom Battle: Ontario Superior Court Denies Shareholder’s Proposal to Remove Director

The Ontario Superior Court of Justice confirmed that shareholders cannot employ the proposal mechanism under section 99 of the OBCA to remove a director.

Oct 17, 2024

Capital Markets Tribunal Decision Revisits Private Placements as Defensive Tactics

Mithaq contended that Aimia's private placement was an improper defensive measure aimed at hindering Mithaq's unsolicited take-over for bid for Aimia.

Mar 20, 2024

CIRO Proposes Amendments to Strengthen Short Selling Regulations

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

Jan 17, 2024

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"

Jan 4, 2024

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.

Nov 20, 2023

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.

Mar 20, 2023

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.

Feb 22, 2023

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.

Feb 7, 2023

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

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

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.

Dec 19, 2022

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

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

Nov 9, 2022

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.

Sep 14, 2022

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

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

Aug 30, 2022

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

Mar 10, 2021

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

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.

Apr 6, 2020

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.

Mar 3, 2020

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.

Nov 11, 2019

“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

Sep 24, 2018

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.

Feb 10, 2018

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

Sep 4, 2017

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

Jun 2, 2017

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

Sep 26, 2015

Deals & Cases (17 Posts)

McMillan advises Government of Canada on its Third Green Bond Issuance

On October 17, 2024, the Government of Canada completed its third green bond issuance, following the second $4 billion offering in March 2024 and the inaugural $5 billion offering in March 2022.

Oct 17, 2024

McMillan Advises Bitfarms in its Settlement of Hostile Takeover by Riot Platforms

On September 23, 2024, Bitfarms Ltd. entered into a settlement agreement with Riot Platforms Inc.

Sep 23, 2024

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.

Dec 28, 2023

McMillan Advises on Alpha Lithium Corporation’s Takeover Bid by Tecpetrol Investments S.L.

On October 22, 2023, Tecpetrol Investments S.L., a member of the Techint Group, acquired control over Alpha Lithium Corporation in an unsolicited takeover bid.

Dec 19, 2023

McMillan Advises Thoma Bravo in its $1.8 Billion Acquisition of Magnet Forensics Inc.

On April 6, 2023, Thoma Bravo successfully completed the acquisition of all of the issued and outstanding subordinate voting shares and multiple voting shares of Magnet Forensics Inc. (“Magnet”) (TSX: MAGT) for $1.8 Billion, by way of a plan of arrangement.

Apr 6, 2023

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.

Sep 6, 2022

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.

Jul 20, 2022

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.

Jun 21, 2021