- 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.



Sandra Zhao
Partner, Capital Markets & Securities | Mergers & AcquisitionsSandra 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.
Expertise
Representative Matters
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
Insights (19 Posts)
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.
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.
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.
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.
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.
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.
CSA Reports a Correlation Between Diversity Targets and Women Representation on Boards
More women are sitting on boards, reports the Canadian Securities Administrators.
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.
IIROC Addresses Certain Naked Short Selling Concerns – IIROC Notice 22-0130
IIROC guidance regarding short selling in Canada (IIROC Notice 22-0130).
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
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.
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.
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.
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.
“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
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.
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
Director Liability for Employee Remuneration: Significant Changes Likely in Store in Ontario
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 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
Deals & Cases (9 Posts)
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.
FCF Capital announces US$2 million investment in Vital Alert Communication Inc.
FCF Capital announces US$2 million investment in Vital Alert Communication Inc.
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
ICL completes acquisition of Allana for $164M
ICL completes acquisition of Allana for $164M
Brilliant Resources Inc. invests $10M in Ram Power
Brilliant Resources Inc. invests $10M in Ram Power
GC-Global Capital Corp. completes best efforts offering
GC-Global Capital Corp. completes best efforts offering
Detour Gold Completes $162 Million Bought Deal Offering
Detour Gold Completes $162 Million Bought Deal Offering
Allana Potash Corp. Enters into Strategic Alliance with Israel Chemicals Ltd.
Allana Potash Corp. Enters into Strategic Alliance with Israel Chemicals Ltd.
Detour Gold Corporation Acquires Trade Winds Ventures Inc.
Detour Gold Corporation Acquires Trade Winds Ventures Inc.
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