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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.



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


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 by Sandra Zhao (10 Posts)

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