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Nicholas Dietrich is a partner in Gowlings' Toronto office, practising in corporate and commercial law, with extensive exposure to mergers and acquisitions, finance and private equity/venture capital investment.
His most recent mergers and acquisitions work for financial and strategic buyers has included targets in the financial services, distribution, pharmaceutical, industrial manufacturing, regulated utility, infrastructure, and internet technology industries.
Nicholas has acted on behalf of LPs/GPs in Canada, the U.S., Europe and Latin America in the formation of over 200 private equity and hedge funds. He was recently named the most highly nominated lawyer in the Who's Who Legal's Private Funds chapter and is very highly thought of by peers, with one source stating he is "the go-to guy in Canada." Nicholas acts regularly for foreign funds in the narrower area of “Canadianization” of subscription agreements, private placement memoranda and compliance with local securities laws.
For many years, he was on the Advisory Board for the CCH Ontario Corporations Law Guide and has contributed to the chapter on “Financial Disclosure.” Nicholas has held several roles with the Canadian Bar Association in Ontario (CBAO). He has served as chairman of its Public Legal Education Committee, chairman of Law Day for the province of Ontario, coordinator of CBAO’s province-wide Mock Trial Tournament, a member of the Communications Committee, a member of CBAO’s Provincial Legislature Network and a member of Ontario and National Council. He has also been a past member of the Standing Committee on Corporate Law, which consists of practitioners advising the provincial government on changes to corporate law in Ontario. Nicholas has also served as co-chairman of Public Legal Education and Information Ontario, a network of approximately 30 province-wide public and private organizations involved in public legal education and information in the province.
In 1999 and 2000, Nicholas, with other Firm members, made written submissions to the Ontario Securities Commission on Proposed Rule 61-501 – Insider Bids, Issuer Bids, Going Private Transactions and Related Party Transactions; on Proposed Rule 56-501 – Restricted Shares; and on the Issues List of the Securities Review Advisory Committee conducting the Five-Year Review of Securities Legislation in Ontario. Nicholas has appeared on panels and lectured in the past to organizations such as the IBA, the ABA, the Tuck School of Business at Dartmouth College, the Institutional Limited Partners Association, Buyouts Symposium Canada, the Canadian Venture Capital Association, the Insurance Bureau of Canada, the Toronto Cash Management Society, The Canadian Corporate Counsel Association, Federated Press, Infonex, Insight and The Canadian Institute as well as on behalf of The Law Society of Upper Canada and as a faculty member of The Canadian Bar Association’s Annual Institute in Ontario. In addition, he has assisted in the preparation of materials on international financing for the Practising Law Institute in New York and has appeared on Report on Business TV.
Nicholas has authored/co-authored the following published and/or presented articles, papers and presentations:
- Company and Board Duties in the M&A Context: A Global View, 2013 – 12th Annual International Mergers and Acquisitions Conference (New York, NY) (June 5, 2013);
- “Canadian Poison Pills: CSA Propose New Regulatory Framework for Rights Plans” – Business Law Currents (Thomson Reuters) (April 12, 2013);
- “Poison Pill Reform: American ‘Just Say No’ meet Canadian ‘Just Not Now’ ” – International M&A Subcommittee of ABA Mergers & Acquisitions Committee (Washington, DC) (April 6, 2013);
- “Canadian Rights Plan Reform: Will shareholders feel better in the morning after swallowing this pill?” – Lexology (March 15, 2013);
- “The Continuing Saga of Permissible Deal Protections in Delaware: Standstill / Pill Combo Not Preclusive if the Mechanics are Right” – Mondaq (March 12, 2013);
- “‘Don’t-Ask-Don’t-Waive’ Standstills: Neither per se unlawful nor necessarily obnoxious north of the border” – ABA Mergers & Acquisitions Committee (Laguna Beach, CA) (Website) (February 2, 2013);
- “SOE Acquisitions in Canada: Jumping through the Hoops just got Tougher” – ABA Mergers & Acquisitions Committee (Laguna Beach, CA) (Website) (February 2, 2013);
- Maple Group Acquisition Corp. Bid for TMX Group Inc.: “The Fat Lady may be about to Sing” – ABA International M&A Subcommittee (Chicago) (August 2012);
- Fiduciary Duties of Directors in the Takeover Context: A Global View – 11th Annual International Mergers and Acquisitions Conference (New York, NY) (June 14, 2012);
- Tips and Traps of Preliminary Agreements: What you need to know – Association of Corporate Counsel (Seminar) (May 29, 2012);
- Fraud and Non-Reliance and Exclusive Remedy Clauses in Acquisition Agreements – ABA Subcommittee on M&A Jurisprudence (website) (April 2012);
- Mid-market M&A: Key Sell-Side Considerations in the Current Market – CLE Program on Unique Legal and Practical Considerations in Private Equity Acquisitions of Small and Lower Middle Market Companies – ABA Business Law Section (Las Vegas, Nevada) (website) (March 28, 2012);
- Supreme Court Rejects Federal Bid for Comprehensive Securities Act – Business Law Currents (Thomson Reuters) (February 14, 2012);
- Proposed Form of New Canadian Securities Act Found Unconstitutional by Supreme Court of Canada – International M&A Subcommittee, ABA Section of Business Law (website) (January 2012) and Lexology (February 6, 2012);
- International Practice of Law: Mechanisms in Place in Canada that attract Business Chartering and Litigation – 2012 Conference of Chief Justices of America (Wilmington, Delaware) (January 2012);
- Private Equity in Canada 2011 – Lawyer Monthly Magazine (August 2011);
- Key Canadian Considerations in Public M&A Transactions – ABA Subcommittee on Public Company Acquisitions (Toronto) (August 2011);
- Foreign Investment Review: The Proposed LSE/TMX Merger – International M&A Subcommittee, ABA Section of Business Law (Website) (May 2011);
- Special Committee Process in Change-of-Control Transactions: Securities Commission Guidance Arising from the Magna Decision – ABA International M&A Subcommittee Report (Boston) (April 2011);
- Rx for Canadian Poison Pills: Northern Exposure Chillier for Target Boards – Take a Pill and Call me in the Morning, Mergers & Acquisitions Committee, ABA Section of Business Law (Website) (February 2011);
- Net Benefit Meets Strategic Resource: The Saga of the BHP Takeover Attempt of Potash Corp., ABA International M&A Subcommittee Presentation (Miami) (January 2011);
- Canada Private Equity and Venture Capital – Corporate INTL Magazine (January 2011);
- PIPEDA Proposed Amendments: M&A Uncertainty Reduced – Canadian Privacy Law Review, Volume 8, Number 2 (January 2011);
- Private Equity in Canada: The Right Place at the Right Time? – International Financial Law Review/Expert Guide to the World’s Leading Private Equity Lawyers (September 2010);
- Chapter on Canada in 1,016 page volume text “Legal Handbook Private Equity” published by CH Beck (Munich) – (August 2010);
- ILPA Private Equity Principles: Impact on Private Equity Deal Terms, Legal and Drafting Considerations – Institutional Investors Committee, ABA Section of Business Law (Website) (August 2010);
- Proposed Amendments to the Personal Information Protection and Electronic Documents Act: Relief is on the Way for M&A Transactions – Lexology (August 2010);
- PE Fund Terms in 2010: Will the LP Push Back Continue? – The 11th Annual International Conference on Private Investment Funds (London) (March 2010);
- Foreign Investment Review Update: Undertakings, National Security and Net Benefit - International M&A Subcommittee, ABA Section of Business Law (website) (December 2009);
- Revlon Redux: Reconciling the BCE Case in Change of Control Transactions – Is Lyondell the Better Way? – Business Law International, Vol. 10, No. 3 (2009);
- Foreign Investment in Canada Just Got More Complicated – Lexology (July 2009);
- BCE: Busted But Legal Legacy Lingers – The M&A Lawyer, Volume 13, Issue 6 (June 2009);
- A Tale of Two Countries: American vs. Canadian Approach to Target Board Duties – The Deal Magazine (May 19, 2009);
- The Regulation of Foreign Direct Investment and Acquisitions in Canada Turns a New Page – International M&A Subcommittee, ABA Section of Business Law (Website) (April 2009);
- Lyondell/BCE Comparative Analysis – International M&A Subcommittee, ABA Section of Business Law (Website) (April 2009);
- Recent Reflective Views on Some Tough Questions for Private Equity in 2009 – The 10th Annual Summit on Private Equity (November 2008);
- Pleading the 5th: US Department of Treasury Disappoints on Cross-Border Hybrids – Mondaq (September 2008);
- Competition Review Panel Reports on Proposed Changes for Foreign Direct Investment: Good News for Investors – Lexology (September 2008);
- Modified Expectations and a Big Elephant in the Room – Euromoney Institutional Investor (June 2008);
- Private Equity Buyouts: The Party Isn’t Over, the Dance Partners Have Just Sobered Up – The Market for Private Equity – Private Company Seminar Series II (May 2008);
- Private Equity Co-Investing: Past, Present and Future – The 9th Annual International Conference on Private Investment Funds (London) (March 2008);
- Two Pressing Limited Partner Concerns: The Changing of the Guard and the Impact of the Debt Crisis – Canadian Private Equity & Hedge Funds Summit (November 2007);
- Direct Investment by State-Owned Enterprises: There may be a New Sheriff in Town – International M&A Subcommittee, ABA Section of Business Law (Colorado Springs) (November 2007);
- Impact of the New Tax Protocol on Limited Liability Companies, Unlimited Liability Companies and Debt Financing: Opportunities and Challenges in Cross-Border Transactions – Mondaq (October 2007);
- The Big Elephant in the Room: The Impact of the Rapid Loss of Leverage in the Summer of 2007 – Lexology (September 2007);
- Cross-Border Canadian Private Equity: Northern Exposure – 2007 Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada (June 2007);
- Standstill Enforcement: Shareholder Right to Decide Trumped by Policy Concerns as Court of Appeal Cease Trades Takeover Bid – International M&A Subcommittee, ABA Section of Business Law (Website) (April 2007);
- Protecting Alpha: Towards an Integrated Model for Key Person Provisions – Institutional Limited Partners Association Conference (Scottsdale) (March 2007);
- Discussion Paper on “Break Fees” – Canadian Coalition for Good Governance (Website) (March 2007);
- Private Equity Funds: Current Terms and Trends – The 8th Annual International Conference on Private Investment Funds (London) (March 2007);
- Mid-Market Sell-Side Considerations: The Legal Perspective – Realizing Value From the Sale of Your Business – Lionhead Seminar (February 2007);
- Shedding Light on The Collateral Benefits Rule – International M&A Subcommittee, ABA Section of Business Law Website (November 2006);
- Current Vintage Funds: The LP Perspective – The 8th Annual Canadian Private Equity Markets Summit (November 2006);
- Potential Risks in Private Equity Inter-Fund Transaction Documentation: A North American Perspective – Buyouts Symposium Canada (October 2006);
- Canadian LBOs: The Perfect Storm – Buyouts Symposium Canada (October 2006);
- Side Letters: Best Practices – The 7th Annual International Conference on Private Investment Funds (London) (February 2006);
- “‘In Play’ Funding Defeats Standstill Provision” – International Financial Law Review (October 2004);
- “Due Diligence on Forecasts” – International Financial Law Review (October 2004);
- Merger Enforcement Guidelines – International Financial Law Review (June 2004);
- Corporate Liability May Create a Superstorm and Swamp the Corporate Boat – The Lawyers Weekly (April 23, 2004);
- Break Fee Tax Deductibility – International Financial Law Review (February 2004);
- Precluding Market Manipulation – International Financial Law Review (October 2003);
- Mergers & Acquisitions Yearbook 2003 – Canada – International Financial Law Review (April 2003);
- Second Thoughts on Independent Committees – International Financial Law Review (April 2003);
- Dutch Auctions – International Financial Law Review (March 2003);
- Golden Parachutes: Proxies are not a Ripcord – International Financial Law Review (July 2002);
- The “Business Judgement Rule”: Whose Judgement? – Corporate Governance Review (Volume 14, Number 4, June/July 2002);
- Courts Question Tax Treatment of Non-compete Payments – International Financial Law Review (June 2002);
- A New Way of Going Private: The Consolidation Squeeze-Out – International Financial Law Review (April 2002);
- Regulators Confirm Approach to Shareholder Rights Plans – International Financial Law Review (March 2002);
- Debt Change-of-Control Provisions: A Pseudo Poison Pill? – International Financial Law Review (December 2001);
- Study of Break Fees Reveals Interesting Results – International Financial Law Review (November 2001);
- Breaking Up is Hard to Do – Mergers & Acquisitions in Canada (Volume 13, Issue 10, October 2001);
- Carrier Encounters Turbulence Over Selective Disclosure – Corporate Governance Review (Volume 13, No. 5, August/September 2001);
- New Proposed Regime for Exempt Distributions – International Financial Law Review (July 2001);
- Tax and Legal Changes Affecting Private Equity – AltAssets (May 29, 2001);
- Public Company Disclosure Requirements – Boardroom Intelligence (Volume V, No. 17 (Spring 2001);
- M&A Insurance in Public Company Acquisitions – International Financial Law Review (March 2001);
- Tailoring the Due Diligence Strategy to the Type of Transaction – The Advanced Course on Due Diligence – The Canadian Institute (February 2001);
- Private Equity and Venture Capital 2001, A Legal Guide – Canada – International Financial Law Review (January 2001);
- Existing Prohibitions, New Policies and Revised Practices for Selective Disclosure – Avoiding Liability for Corporate Disclosure – Infonex (January 2001);
- The “How, When & What” of Selective Disclosure – Securities Compliance Summit – Federated Press (November 2000);
- Dutch Auction Issuer Bids Find Market – International Financial Law Review (November 2000);
- Exchangeable Shares – Mergers & Acquisitions in Canada (Volume 12, Issue 7, July 2000);
- Exchangeable Shares Level the Playing Field for Foreign Bidders – International Financial Law Review (July 2000);
- Global M&A Abstract: Bowne Digest For Corporate & Securities Lawyers (Volume 14, Number 3, March 2000);
- Regulatory Authorities Get Tough on Selective Disclosure – International Financial Law Review (February 2000);
- Northern Exposure: Considerations for a US Bidder Acquiring a Canadian Target – The M&A Lawyer (November 1999);
- International Investors Beware of Foreign Securities Laws – International Financial Law Review (November 1999);
- Ontario Court of Appeal Confirms Trend in Case Law Towards Personal Liability of Directors and Officers – CCH Corporate Brief (October 1999);
- The Continuing Saga of Royal Trustco: Under What Circumstances will Directors and Officers of a Public Company be Found Liable for Oppressive Conduct? – Corporate Governance Review (Volume II, Number 5, August/September 1999);
- Lock-up and Support Agreements – Canadian Investor Relations Institute Newsline (Volume 9, Issue 4, August 1999);
- Court of Appeal Rules on Dissenting Shareholder Rights on Compulsory Squeeze Out: Equal Treatment Prevails Over Equal Opportunity – International Financial Law Review (June 1999);
- Prohibited Financial Assistance – Cross-Border Financing Tips and Traps (Seminar at The Westin Harbour Castle, May 1999);
- Testing the Waters Without Falling In – Canadian Investor Relations Institute Newsline (Volume 9, Issue 3, May 1999);
- Piercing the Corporate Veil: Has the Ontario Court of Appeal Opened the Floodgates? – CCH Corporate Brief (May 1999);
- Getting Caught Up in Red Tape: Recent Amendments to the Business Corporations Act (Ontario) – CCH Corporate Brief (February 1999); and
- Prohibited Financial Assistance: Will the Real Beneficiary Please Stand Up? – Banking & Finance Law Review (Volume 11, Number 3, June 1996)
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