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)

• 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 six initial public offerings of an aggregate of US$355-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 a US$135-million offering, a US$126.6-million offering and concurrent secondary offering, and a US$84-million offering and concurrent private placement of trust units

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

• Underwriters on C$253.3-million and C$160-million offerings of subscription receipts and trust units 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 its US$147-million offering 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.

• Caterpillar Financial Services Limited on offerings of an aggregate of C$3.4-billion of medium term notes

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

• Granite REIT on its conversion from a corporation to a stapled unit real estate investment trust structure

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

• Chambers Canada: Canada's Leading Lawyers for Business - 2018-2020 (REITs)

• The Canadian Legal Lexpert Directory - 2018-2019 ("Repeatedly Recommended" in Corporate Finance & Securities)

• Acritas Stars: Independently Rated Lawyers - 2016-2018 (Nominated as a stand-out lawyer by senior in-house counsel)

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

• 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.
• Author: No Such Thing as March Break (2018) – Selected Corporate and Securities Law Developments
  Blakes Bulletin on Capital Markets, April 16, 2018.
• Co-author: CSA Announce Policy Projects to Reduce Regulatory Burden for Public Companies
  Blakes Bulletin on Capital Markets, April 9, 2018.
• Co-author: 2018 Proxy Advisory Firm Voting Guidelines: Canadian Highlights
  Blakes Bulletin on Capital Markets, January 15, 2018.
• Co-author: Are Directors Independent? It Depends: CSA Revisiting Regime
  Blakes Bulletin on Corporate Governance, November 15, 2017.
• Co-author: CSA Reports Another Small Step for Women; Still No Giant Leap for Humankind
  Canadian Securities Law News, No. 286, Lexis Nexis, November 2017.
• Co-author: CSA Reports Another Small Step for Women: Still No Giant Leap for Humankind
  Blakes Bulletin on Corporate Governance, October 31, 2017.
• Author: No Such Thing as March Break - Selected Corporate and Securities Law Developments
  Blakes Bulletin on Capital Markets, March 29, 2017.
• Co-authors: New Medium, Same Expectations: CSA Cautions Canadian Public Issuers on Use of Social Media
  Blakes Bulletin on Capital Markets, March 14, 2017.

• 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.
• Panellist: Corporate Governance and Shareholder Activism
  Business Class Seminar, February 2018.
• Panellist: Managing Enterprise Risk: Spotlight on Directors’ and Officers’ Liability
  Business Class Seminar, December 2017.
• Panellist: Strategies for Executive Compensation Blakes
  Business Class Seminar with Willis Towers Watson, September 2017.
• Speaker: Understanding Corporate Governance
  National Conference: Agents of Change (Spring Training Camp), Canadian Corporate Counsel Association, Toronto, Ontario, April 2, 2017.

• 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.
• Quoted: Federal bill on corporate boards gets amendments
  Article by Dale Smith, Law Times, February 5, 2018.
• Quoted: A peek at what lies ahead for the 2018 proxy season
  Article by Barry Critchley, National Post, Financial Post, FP Street, January 17, 2018.
• Quoted: To Tweet or not To Tweet
  Article by Brian Burton, Lexpert Magazine, July/August 2017.
• Quoted: CSA Sheds Welcome Light on Social Media Use for Canadian Disclosure
  Article in IR Leader, Canadian Investor Relations Institute, Vol. 27, Issue 2, 2017.

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