Sandra Zhao

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.

Expertise

Practices

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 (20 Posts)View More

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 (11 Posts)

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