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Stephen Brown-Okruhlik is an experienced commercial litigator. His practice is focused on corporate stakeholder disputes, securities litigation and insolvency. He regularly represents businesses, banks, investment funds and other corporate stakeholders in high stakes litigation. He also provides advice to clients in connection with contentious corporate M&A matters and financing transactions.

Stephen has extensive experience with creditors’ remedies, complex debt instruments, derivatives, corporate stakeholder disputes, M&A litigation, fraud, contested transactions, injunctions, jurisdiction challenges, international arbitrations and cross-border insolvencies. He regularly acts for creditors, court officers and debtor-in-possession (DIP) lenders in insolvency proceedings under the Bankruptcy and Insolvency Act and the Companies’ Creditors Arrangement Act. Stephen has represented clients in significant recent Canadian and cross-border insolvency proceedings, including Re Nortel Networks Ltd., Re Sears Canada Inc. and Re Green Growth Brands Inc. He also appeared before the Ontario Securities Commission in Re Aurora Cannabis, the seminal Canadian case about shareholder rights plans (poison pills).

Stephen is active in the commercial litigation and insolvency bar. He is a member of the Executive Committee of the Ontario Bar Association’s Insolvency Section and is a member of the Commercial & Business Litigation Committee of the American Bar Association and is Co-Chair of the M&A Litigation Subcommittee.



Representative Matters

Representative matters that Stephen has been involved in:

  • Representing private equity portfolio entities in a dispute with a former managing partner.
  • Represented a secured creditor, shareholder, DIP lender and stalking horse bidder in CCAA proceeding of TSX-listed cannabis company with US operations.
  • Representing a US landlord in a contested claim against the estate of a Canadian telecoms giant in connection with a Texas lease.
  • Representing a European luxury sports car manufacturer in an action by its former Canadian distributor for breach of contract and other causes of action related to the termination of a distribution agreement.
  • Representing the former CFO of a multi-national aerospace parts manufacturer in a claim for alleged breach of his fiduciary duty to his former employer and alleged breach of reps and warranties as a vendor of the company under a share purchase agreement.
  • Representing a lender in a contested application to appoint a receiver and to approve a sale process where a third party claimed a constructive trust over the debtors’ property in separate litigation.
  • Representing equity holders in the CCAA proceeding of a Canadian retail giant.
  • Representing a major Canadian cannabis producer before the Ontario and Saskatchewan securities regulators in connection with its hostile takeover bid for another cannabis producer.
  • Representing a US based DIP lender in a cross-border insolvency proceeding.
  • Representing a US investment bank in a CCAA proceeding before the Alberta Court of Queen’s Bench to enforce the bank’s contractual rights.
  • Representing a general contractor in an action against a regional government before the Ontario Superior Court of Justice for the wrongful termination of a contract for the construction of a water storage facility.
  • Representing a Turkish company with a foreign arbitral award in enforcement and recognition proceedings against a foreign state in Ontario before lower and appeal courts.
  • Representing a tenant in a ground lease before the Ontario Court of Appeal in a dispute regarding a rent reset provision.
  • Representing a Chinese manufacturer in an arbitration pursuant to the Singapore International Arbitration Centre rules in a contract termination dispute.
  • Defending a national grocery chain in an action by the receiver of an insolvent service provider for unpaid fees.
  • Representing the Ontario court-appointed receiver in a cross-border insolvency involving assets in Colombia.
  • Defending an Indian company in an emergency anti-suit injunction motion before the Ontario Superior Court of Justice.
  • Representing an Indian company in a motion to stay proceedings brought by a Canadian litigant before the Ontario Superior Court of Justice for lack of jurisdiction.
  • Defending a landlord before the Ontario Court of Appeal and Ontario Superior Court of Justice in a lease termination dispute.
  • Representing the receiver and trustee-in-bankruptcy in litigation against contractors and former management of an insolvent Canadian service provider.
  • Defending an application to enforce a tail provision in a financial services contract against an insolvent company before the Alberta Court of Queen’s bench.
  • Representing the foreign manufacturer and distributor of a tower crane at an Ontario coroner’s inquest.
  • Representing a junior mining company resisting an application for certain easement rights on its property before the Ontario Mining and Lands Commissioner.

Selected cases Stephen has been involved in:

  • Re Just Energy Group – Representing a commodity supplier in the CCAA proceeding of a Canadian energy company related to an extreme weather event in Texas.
  • Re Green Growth Brands Inc., 2020 ONSC 3565 – Represented a secured creditor, shareholder, DIP lender and stalking horse bidder in a contested CCAA proceeding for a TSX-listed cannabis company with US operations.
  • Re Tailored Brands, Inc. et. al. – Represented the agent to the DIP lenders in the Canadian recognition of a US Chapter 11 proceeding of a major international clothing retailer.
  • Re Nortel Networks Corporation et. al., 2019 ONSC 3010 – Appealed the decision of a claims officer in a major cross-border insolvency proceeding involving the interpretation of a damages provisions under a lease governed by Texas law and a guarantee governed by New York law.
  • Unlimited Motors Inc. v. Automobili Lamborghini SpA, 2019 ONSC 1423 – Successfully resisted a motion by the plaintiff to avoid administrative dismissal of a $30,000,000 claim related to the termination of a distribution agreement.
  • Noranco Inc. v. MidOcean Partners III, L.P., et. al., 2019 ONSC 1173 – Successfully brought a motion to enforce the right of a former CFO of a multi-national aerospace parts manufacturer to receive advance payment of legal costs to defend an action by his former employer for breach of his fiduciary duty to the company, among other things.
  • American Iron & Metal Inc. v. 1340923 Ontario Inc. et. al., 2018 ONSC 2810 – Overcame the objections of a third party to the appointment of a receiver and the approval of a sale process where the third party claimed a constructive trust over the debtors’ property in separate litigation.
  • Kingdom Construction Limited v. Regional Municipality of Niagara, 2018 ONSC 29 – obtained $2.37M judgment for a contractor that was unlawfully terminated by the owner of a construction project.
  • Re Aurora Cannabis Inc., 2018 ONSEC 10 – successfully represented a major Canadian cannabis producer in a joint hearing before the Ontario Securities Commission and the Financial and Consumer Affairs Authority of Saskatchewan in an application for an order cease trading a shareholder rights plan as well as other relief, and successfully resisted related cross-applications.
  • Belokon v. Kyrgyz Republic, 2016 ONCA 981 – appeal to the Ontario Court of Appeal regarding issues of the interpretation of a contract governed by foreign law and principles of purchase money resulting trusts.
  • Entes v Kyrgyz Republic, 2016 ONSC 7221 – obtained recognition in Ontario of a foreign arbitral award in favour of a Turkish company against a foreign state.
  • Belokon v. Kyrgyz Republic, 2016 ONSC 4506 – represented a foreign judgment creditor in an application for enforcement against certain assets in Ontario where beneficial ownership was in dispute.
  • Board of Regents of Victoria University v. GE Canada Real Estate Equity, 2016 ONCA 646 – successfully resisted appeal of a lower court decision overturning a commercial real estate rent reset arbitral award.
  • Octagon Capital Corp. v. Niko Resources Ltd., 2016 ONSC 3946 – successfully defended a company in an application to enforce a tail provision in a financial services contract.
  • 2249740 Ontario Inc. v. Morguard Elgin Ltd., 2015 ONCA 605 – successfully appealed a summary judgment decision, including findings of bad faith, against a landlord in relation to the termination of a lease.
  • SHS Services Management Inc./Gestion Des Services SHS Inc., Re, 2015 ONSC 2798 – motion to compel sub-contractors of insolvent service provider to remit funds to court-appointed receiver.
  • Veritas Investment Research Corp. v. Indiabulls Real Estate Ltd., 2015 ONSC 6040 – successfully resisted an emergency anti-suit injunction motion to enjoin proceedings before the Delhi High Court on behalf of two Indian companies.

 


Speaking Engagements

Legal and Accounting Aspects of Earnouts, Greater Toronto Area Accountants Network, Program Presenter

May 18, 2021

Litigation Funding in Insolvency Proceedings, Presented by the Ontario Bar Association, Insolvency Section, Program Chair

November 2020

Looming Crisis Speaker Series Part 1: United States-Mexico Canada Agreement, Presented by the Ontario Bar Association, Insolvency Section, Program Chair

January 2019

News


Rankings & Recognitions

  • Recognized by Best Lawyers in Canada (2022) as a ‘One to Watch’ in the area of Insolvency and Financial Restructuring
  • Werner Zdouc Prize for Top Oralist in the 2012 World Trade Organization Moot Competition, Montpellier, France

Directorships & Affiliations

  • Co-Chair of the M&A Litigation Subcommittee of the American Bar Association
  • Toronto Lawyers Association – Sponsorship Committee
  • Ontario Bar Association – Insolvency Section Executive Committee
  • Canadian Bar Association
  • Canadian Counsel for the Americas
  • American Bar Association, Commercial & Business Litigation Committee

Education & Admissions

2014
Called to the Ontario bar
2013
JD (cum laude)University of Ottawa
2009
MAUniversity of Toronto
2007
BA (Honours) McGill University

Publications

Insights by Stephen Brown-Okruhlik (16 Posts)

Featured Insight

On Second Thought: Ontario Court Dismisses Secondary Market Securities Class Action on Summary Judgment

Part XXIII.1 of Ontario’s Securities Act creates a statutory cause of action for investors who suffer losses in the secondary market.

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Feb 21, 2021
Featured Insight

‘Why’d Ya Do It?’ The Supreme Court of Canada Explains the Duty to Exercise Contractual Discretion in Good Faith

The SCC recently released its long awaited decision in Wastech Services Ltd v Greater Vancouver Sewerage and Drainage District.

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Feb 17, 2021
Featured Insight

When COVID met MAE in the Ordinary Course: Ontario Court Orders Buyer to Complete its M&A Transaction

The recent decision of the Ontario Superior Court of Justice in Fairstone Financial Holdings Inc. v Duo Bank of Canada has established an important precedent for the interpretation of material adverse effect clauses and covenants to carry on business in the ordinary course, both of which are common features of M&A transaction agreements.

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Jan 13, 2021
Featured Insight

You should have said something: Supreme Court of Canada Holds That Failure to Correct a Mistaken Belief Violated the Duty of Honest Contractual Performance

The authors discuss the Supreme Court of Canada's recent decision in C.M. Callow Inc. v. Tammy Zollinger et. al. regarding the duty of faith.

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Dec 23, 2020
Featured Insight

‘But to What Effect?’ The Supreme Court of Canada Clarifies the Anti-deprivation Rule in Chandos

The authors discussion of the Supreme Court of Canada's decision in Chandos Construction affirming the anti-deprivation rule and consider its implications

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Nov 16, 2020
Featured Insight

Bears v. Bulls: Secondary Market Securities Class Actions in Ontario

A high-level overview of secondary market class actions under the Ontario Securities.

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Nov 11, 2020
Featured Insight

Construction Trusts Can Apply to Funds Received by CCAA Monitor: the Court of Appeal’s Decision in Urbancorp

There is good news from the Ontario Court of Appeal for contractors dealing with insolvent owners

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Jul 13, 2020
Featured Insight

Unbearable Lite-ness: Lenders’ Remedies in the Age of Missing Covenants

The author discusses the recent trend toward borrower-friendly loan documents and the remedies available to lenders in Canada.

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Mar 23, 2020
Featured Insight

The Supreme Court of Canada Will Revisit the Duty of Good Faith Six Years After Bhasin

The authors discuss two appeals to the Supreme Court of Canada regarding the scope and nature of the contratual duty of good faith.

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Jan 31, 2020
Featured Insight

Can I Tell You Something in Confidence?” Legal Privilege in M&A Transactions

The authors discuss challenges to maintaining legal privilege in M&A transactions. Parties in Ontario can learn from the experience of other jurisdictions.

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Jan 22, 2020
Featured Insight

Challenges and Opportunities for Canadian Investors in Brazilian Insolvency Proceedings: Lessons from the IBA’s 2019 Global Restructuring Conference

The authors discuss unique aspects of Brazil's insolvency regime relevant for Canadian investors, including the role of equity, DIP loans, and jurisdiction.

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Jan 21, 2020
Featured Insight

Amendments to the CCAA, BIA and CBCA Now in Force

Authors discuss changes in 2019 to Canadian corporate and restructuring statutes and their possible implications for insolvency practice in Canada

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Nov 19, 2019
Featured Insight

Canadian Corporate & Restructuring Legislation: Changes Could be on the Way

Bill C-97 (the “Bill”) was introduced in Parliament to implement the federal budget tabled by the Liberal government on March 19, 2019.

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May 10, 2019
Featured Insight

The New Frontier of Jurisdiction: Supreme Court of Canada Upholds Worldwide Injunction Against Google

The New Frontier of Jurisdiction: Supreme Court of Canada Upholds Worldwide Injunction Against Google

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Jun 30, 2017
Featured Insight

No Easy Way Around Separate Corporate Personality: Ontario Court Releases its Decision in Yaiguaje v. Chevron

No Easy Way Around Separate Corporate Personality: Ontario Court Releases its Decision in Yaiguaje v. Chevron

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Feb 3, 2017

The Supreme Court of Canada Releases its Decision in the CIBC v. Green Trilogy

The Supreme Court of Canada Releases its Decision in the CIBC v. Green Trilogy

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Dec 11, 2015