Matthew Merkley

Representative transactions include advising:

Initial Public Offerings

• Spin Master Corp. on its C$253-million initial public offering of subordinate voting shares on the Toronto Stock Exchange (and subsequent prospectus offerings)

• Underwriters on a US$151-million initial public offering of subordinate voting shares by Shopify Inc. on the Toronto Stock Exchange and New York Stock Exchange (and subsequent prospectus offerings)

• Private equity owners on a C$230-million initial public offering of common shares by Stelco Holdings Inc. on the Toronto Stock Exchange (and subsequent prospectus offerings)

• Flagship Communities REIT on its US$94-million initial public offering of trust units on the Toronto Stock Exchange

• Underwriters on a C$230-million initial public offering of trust units by Minto Apartment REIT on the Toronto Stock Exchange (and subsequent prospectus offerings

• Underwriters on a C$81-million initial public offering of trust units by Automotive Properties REIT on the Toronto Stock Exchange

• Starlight U.S. Multi-Family Core Fund family of funds on seven initial public offerings of an aggregate of US$573-million of limited partnership units on the TSX Venture Exchange

• NADG NNN REIT in connection with its up to US$50-million initial public offering of unlisted trust units

Other REIT / REOC Public Offerings

• WPT Industrial REIT on offerings of US$614-million of trust units and subscription receipts

• H&R REIT and H&R Finance Trust in connection with many offerings of stapled units, convertible debentures and senior unsecured debentures

• Underwriters on offerings of C$738-million of subscription receipts, trust units and debentures of Sienna Senior Living Inc.

• Underwriters on a C$132-million offering of subscription receipts and convertible debentures by Slate Office REIT

Other Prospectus Offerings

• The Descartes Systems Group Inc. on offerings of US$392-million of common shares

• Underwriters on C$55-million and C$40-million offerings of convertible unsecured subordinated debentures by North American Construction Group Ltd.

• Underwriters on a C$77.6-million offering of convertible debentures by Liquor Stores N.A. Ltd.

Other Strategic Transactions

• Power Financial Corporation on its C$1.65-billion repurchase and cancellation of common shares pursuant to a substantial issuer bid and its tendering into Great-West Lifeco Inc.’s C$2-billion substantial issuer bid, and Power Corporation of Canada on its C$1.35-billion repurchase and cancellation of subordinate voting shares pursuant to a substantial issuer bid and its tendering of common shares into Power Financial Corporation’s substantial issuer bid

• Starlight U.S. Multi-Family Core Fund family of funds in connection with their securityholder and court-approved arrangement transaction to create the C$1.4-billion Starlight U.S. Multi-Family (No. 5) Core Fund

• TransGlobe Apartment REIT on its privatization by Starlight Investments Ltd. for an aggregate purchase price of approximately C$1.03-billion

• Celestica Inc. on its US$350-million and US$175-million issuer bid repurchases and cancellation of subordinate voting shares

• WPT Industrial REIT on its internalization of management, acquisition of private capital business and U.S. industrial joint venture with two large Canadian pension plans

Matthew is ranked as a leading lawyer in the following publications:

• Acritas Stars: Independently Rated Lawyer - 2016-2021 (Nominated as a stand-out lawyer by senior in-house counsel)

• Chambers Canada: Canada's Leading Lawyers for Business - 2018-2021 (REITs)

• The Canadian Legal Lexpert Directory 2020 ("Repeatedly Recommended" in Corporate Finance & Securities)

Matthew is a member of Ontario Securities Commission Continuous Disclosure Advisory Committee.

• Co-author: Corporation Canada’s Findings from First Annual Diversity Disclosure Review Released
  Blakes Bulletin on Corporate Governance, April 19, 2021.
• Co-author: Dey-Kaplan Report Aims to Update Canadian Corporate Governance Standards
  Blakes Bulletin on Capital Markets / Corporate Governance, April 14, 2021.
• Co-author: Getting on Board with Women on Boards Continues to Be a Gradual Process, CSA Reports
  Blakes Bulletin on Corporate Governance, March 31, 2021.
• Co-author: CSA Provides Further Guidance on COVID-19 Disclosures by Issuers
  Blakes Bulletin on Capital Markets, March 4, 2021.
• Co-author: Corporations Canada Seeking Feedback on Proposed CBCA Regulations
  Blakes Bulletin on Capital Markets / Corporate Governance, March 3, 2021.
• Co-author: 2021 Proxy Advisory Firm Voting Guidelines: Canadian Highlights
  Blakes Bulletin on Capital Markets, January 15, 2021.
• Co-author: CSA Highlight Common Deficiencies in COVID-19 Disclosure
  Blakes Bulletin on Capital Markets, November 3, 2020.
• Co-author: Droit des valeurs mobilières, « nouvelle normalité » et deuxième vague possible : à quoi peut-on s’attendre ?
  La Référence, Thomson Reuters, July 2020.
• Co-author: Securities Law Considerations in Anticipation of a "New Normal" and Possible Second Wave
  Blakes Bulletin on Capital Markets, June 29, 2020.
• Co-author: Les conférences téléphoniques sur les résultats à l'ère de la COVID-19 : un appel à la prudence
  La Référence, Thomson Reuters, June 2020.
• Co-author: Liste de vérification liée à la COVID-19 : 51 questions que les administrateurs et dirigeants de sociétés ouvertes doivent examiner
  La Référence, Thomson Reuters, May 2020.
• Co-author: COVID-19 : de nouveaux conseils pour les conseils d'administration
  La Référence, Thomson Reuters, May 2020.
• Co-author: Anatomie d'un facteur de risque lié à la COVID-19
  La Référence, Thomson Reuters, May 2020.
• Author: Earnings Calls in the Age of COVID-19: Proceed with Caution
  Blakes Bulletin on Capital Markets, May 1, 2020.
• Co-author: Anatomy of a COVID-19 Risk Factor
  Blakes Bulletin on Capital Markets, April 28, 2020.
• Co-author: COVID-19 Checklist: 51 Issues for Public Company Directors and Officers to Consider
  Blakes Bulletin on Capital Markets, April 16, 2020.
• Co-author: Coronavirus Disclosure: It's Contagious and Could Be Dangerous
  Blakes Bulletin on Capital Markets, March 9, 2020.
• Co-author: CSA proposes revised non-GAAP and other nancial measures rule
  Canadian Accountant, March 4, 2020.
• Co-author: CSA Proposes Revised Non-GAAP and Other Financial Measures Rule
  Blakes Bulletin on Capital Markets, February 25, 2020.
• Co-author: 2020 Proxy Advisory Firm Voting Guidelines: Canadian Highlights
  Blakes Bulletin on Capital Markets, January 22, 2020.
• Co-author: Burden Reduction: OSC Addresses 199 Problems
  Blakes Bulletin on Capital Markets, November 28, 2019.
• Co-author: Advancement of Women on Boards and in Executive Positions Remains a Work in Progress, CSA Reports
  Blakes Bulletin on Corporate Governance, October 10, 2019.
• Author: Governance Policy Check-Up: It May Be Overdue
  Blakes Bulletin on Corporate Governance, October 3, 2019.
• Co-author: Additional Diversity Disclosure Required of CBCA Corporations in 2020
  The Canadian Bar Association British Columbia Branch, Business Law Section, Q3, 2019.
• Co-author: Additional Diversity Disclosure Required of CBCA Corporations in 2020
  Blakes Bulletin on Corporate Governance, July 12, 2019.
• Co-author: CBCA Amendments Codify Best Interests Considerations
  Blakes Bulletin on Corporate Governance, July 4, 2019.
• Co-author: CSA Propose New National Records Filing System to Replace SEDAR, SEDI and NRD
  Blakes Bulletin on Capital Markets, May 10, 2019.
• Co-author: Broad Changes to CBCA Proposed: Directors’ Duties, Additional Disclosure and Annual Say-on-Pay
  Blakes Bulletin on Capital Markets, April 11, 2019.
• Co-author: Corporate Governance Country Comparative Guide 2019
  The Legal 500, February 2019.
• Co-author: 2019 Proxy Advisory Firm Voting Guidelines: Canadian Highlights
  Blakes Bulletin on Capital Markets, February 11, 2019.
• Co-author: OSC Seeks Public Input on Reducing Regulatory Burdens for Market Participants
  Blakes Bulletin on Capital Markets, January 22, 2019.
• Co-author: CSA Warn Against Certain Problematic Promotional Activities
  Blakes Bulletin on Capital Markets, December 13, 2018.
• Co-author: Women on Boards: Progress on Gender Diversity Still Slow, CSA Reports
  Blakes Bulletin on Corporate Governance, October 9, 2018.
• Co-author: CSA Proposes Non-GAAP Financial Measures Rule
  Corporate Securities and Finance Law Report, Volume 23, Number 4, Lexis Nexis, October 2018.
• Co-author: CSA Proposes Non-GAAP Financial Measures Rule
  Taxnet Pro, September 2018.
• Co-author: CSA Proposes Non-GAAP Financial Measures Rule
  Blakes Bulletin on Capital Markets, September 11, 2018.
• Co-author: CSA Highlight Common Deficiencies in Continuous Disclosure
  Blakes Bulletin on Capital Markets, August 7, 2018.
• Co-author: Securities Regulators Find Gaps in Non-GAAP and Distribution Disclosures by REITs and REOCs
  Blakes Bulletin on REITs, April 26, 2018.
• Co-author: Director Independence Regime – Time for a Change?
  Blakes Bulletin on Corporate Governance, April 23, 2018.

• Speaker: COVID-19 Implications for Canadian Public Issuers
  Blakes Business Class Seminar, March 13, 2020.
• Panellist: Getting Ready for Proxy Season: Key Developments in Corporate Governance and Shareholder Activism
  Business Class Seminar, December 2019.
• Panellist: Getting Ready for Proxy Season
  Business Class Seminar, October 2018.

• Quoted: New rule allows ‘true majority’ vote for boards of firm governed by Canada Business Corporations Act
  Article by Zena Olijnyk, Canadian Lawyer, April 13, 2021.
• Quoted: Will Shareholders Press for ESG Proposals and More as Pandemic Rages?
  Article in IR Leader, Canadian Investor Relations Institute, Vol. 31, No. 1, 2021.
• Quoted: Canadian Securities Administrators recommend clarity about Covid-19 impact in disclosure
  Article by Zena Olijnyk, Canadian Lawyer, November 5, 2020.
• Quoted: Canadian companies add coronavirus risks to earnings disclosures
  Article by Christine Dobby, The Globe and Mail, March 3, 2020.
• Quoted: Clarifications Lead Changes in 2020 Canadian Proxy Voting Guidelines
  Article by Mark Coakley, Activistmonitor.com, February 7, 2020.
• Quoted: Diversity Disclosure Obligations for Canadian Firms to Expand in 2020
  Article by Mark Coakley, Activistmonitor.com, December 16, 2019.
• Quoted: Understanding Canada’s new diversity disclosure requirements
  Article by Jaclyn Jaeger, Compliance Week, September 30, 2019.
• Quoted: New disclosure requirements come into play in 2020 for CBCA companies
  Article by Elizabeth Raymer, Canadian Lawyer, July 18, 2019.
• Quoted: Canadian IR in an Age of ‘Fake News’
  Article in IR Leader, Canadian Investor Relations Institute, Vol. 28, Issue 2, 2018.

Admitted to the Ontario Bar - 2005
J.D., University of Toronto - 2004
M.B.A., University of Toronto - 2004
B.Comm. (Hon.), Queen's University - 2000