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Kathleen Ritchie is a partner in Gowlings' Toronto office and leader of the Firm's Corporate Finance and M&A National Practice Group. She practises securities and corporate law with a focus on mergers and acquisitions, corporate governance, public company requirements and corporate finance.
Kathleen's M&A practice involves providing advice on mergers, acquisitions and divestitures, including takeover and issuer bids, plans of arrangement and amalgamations, as well as sales of businesses and assets, for both public and private companies. Kathleen has been involved in several MI 61-101 transactions.
Kathleen's corporate governance experience includes advising boards of directors and management on corporate governance structures, policies, best practices and external rankings, executive and board compensation, shareholder rights plans and officer and director liability. She also advises subsidiaries of public companies, private companies and not-for-profit organizations on corporate governance matters.
Kathleen also advises public companies on regulatory requirements, including timely and continuous disclosure requirements, other securities regulatory requirements, stock exchange requirements, regulatory review of disclosure and transactions and matters relating to shareholder meetings.
Kathleen's corporate finance practice involves acting on behalf of public companies in public offerings and private placements of both equity and debt securities, including bought deal financings, secondary offerings, special warrant transactions, private placements of shares, bonds, warrants and convertible debt and commercial paper programs.
Kathleen also provides general corporate and commercial law advice to Canadian subsidiaries of U.S. public companies.
From October 2000 through to February 2001, Kathleen was seconded to a client of the Firm on a part-time basis to work primarily on corporate/contracting matters. Highlights of Kathleen’s M&A transactional work over the past five years include:
- acting as lead counsel to Franco-Nevada Corporation in connection with its $1 billion acquisition of Gold Wheaton Gold Corp.;
- acting as lead counsel to the special committee of the board of directors of Gerdau Ameristeel Corporation in connection with its $1.6 billion acquisition by Gerdau S.A.;
- acting as lead counsel to Franco-Nevada Corporation in connection with its $58 million acquisition of Moydow Mines International Inc.;
- acting as lead counsel to High Desert Gold in respect of its hostile takeover bid by Northern Financial and subsequent substantial issuer bid;
- acting as lead counsel to Rothmans in respect of its $2.1 billion takeover bid by Philip Morris;
- acting as Canadian counsel to a Fortune 500 company in the sale of a significant business division to a private equity fund;
- acting as lead counsel to PLM Group in respect of its $100 million takeover bid by Transcontinental; and
- acting as one of the lead counsel to ATI Technologies and its board of directors in respect of its US$5.4 billion acquisition by AMD by way of plan of arrangement.
Kathleen presents regularly on corporate governance and continuous disclosure related topics, including:
- in 2009, at Gowlings’ Executive Briefing on “New Executive Compensation Disclosure Requirements” and at Chubb’s Executive Women’s Forum on “An Introduction to Corporate Governance”;
- in 2008, at the Canadian Corporate Counsel Association's Spring Meeting on the topic of best practices for corporate secretaries, at the Women's Executive Network "Introduction to Women on Boards" workshop on directors' duties and liabilities, at the Law Society of Upper Canada's "12 Minute Securities Lawyer" conference on the topic of corporate governance, and at Insight's Corporate, Securities and IP Law Forum for Law Clerks and Junior Associates on continuous disclosure;
- in 2007, at the Canadian Corporate Counsel Association's Platinum Series continuing legal education seminar on corporate governance;
- in 2006 at the Canadian Corporate Counsel Association’s Spring Meeting on the topic of corporate governance, at the Law Society of Upper Canada’s “12 Minute Securities Lawyer” conference on the topic of civil liability for secondary market disclosure, and at Infonex’s Internal Controls Conference on the topic of civil liability for secondary market disclosure;
- in 2005 at Gowlings’ Executive Briefing on “Navigating Your Board and Management through the New Civil Liability Regime”, at the Ontario Life Sciences Council's "Strong Boards Build Strong Companies" conference on the topic of corporate governance, and at the Law Society of Upper Canada’s “12 Minute Securities Lawyer” conference on the topic of corporate governance and the role of the audit committee; and
- each year since 2003 at the TSX Venture Exchange’s "Rules & Tools Workshop - Corporate Governance Made Simple" seminars on the topics of corporate governance and executive compensation.
Kathleen has also authored and co-authored several Firm bulletins, including:
- “Patheon and JLL – Identical Consideration and Collateral Benefits – The Line Gets Brighter” (October 2009);
- “TSX Amends Public Company Acquisition Rules” (September 2009);
- “NEO Material Technologies Inc. and Pala Investments Holdings Limited – “Just Say No” Comes to Canadian M&A (Maybe)” (September 2009);
- “Launch of Canadian Securities Regulator Transition Office Announced” (June 2009);
- “TSX Issues Staff Notice on Financial Hardship Exemption” (April 2009);
- “Dilutive Business Combinations in Canada – Part II” (April 2009);
- "New Executive Compensation Disclosure Requirements Come into Force on December 31, 2008" (October 2008);
- "OSC Policy on Defence for Misrepresentations in Forward-Looking Information" (October 2008);
- "Expanded Material Contract Filing Obligations Come Into Effect on March 17, 2008" (March 2008);
- "Weinstein - AiT M&A Disclosure Case: Standard Practices Confirmed (January 2008)";
- "Public Filing Requirements of Material Contracts has Implications for Public and Private Companies" (June 2005);
- “Update on Canada’s Governance Standards” (November 2004); “Canada’s Response to Sarbanes-Oxley” (July 2003); and
- “Amendments to the Ontario Securities Act: Ontario’s Response to Sarbanes-Oxley” (April 2003).
Kathleen is also a contributor to the “Shareholder Meetings” chapter of CCH’s Ultimate Corporate Counsel Guide. |
