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About Matthew

Matthew is co-head of the Corporate Governance practice in Toronto. He represents clients in a wide variety of capital markets transactions and securities regulatory matters.

Matthew has acted for issuers and underwriters in initial public offerings and other Canadian and cross-border public offerings of equity and debt. He also has expertise in advising public issuers and their boards on various matters, including with respect to governance, compensation and disclosure; dual-class share structures; related-party and other conflict of interest transactions; voluntary and involuntary executive and board succession; and cyberattacks, insider trading and other sensitive incidents.

Matthew is a member of the Ontario Securities Commission Securities Advisory Committee.

Select Experience

Representative transactions include advising:

Initial Public Offerings

  • D2L Inc. on its C$150-million initial public offering of subordinate voting shares on the Toronto Stock Exchange

  • 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)

  • Starlight Investments on the initial public offering of C$430-million of trust units of Northview Canadian High Yield Residential Fund on the Toronto Stock Exchange

  • 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 (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

  • Starlight U.S. Multi-Family Core Fund family of funds on nine initial public offerings of an aggregate of US$789-million of limited partnership and trust units on the TSX Venture Exchange

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 an offering of C$251-million of trust units of Boardwalk REIT

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

Other Prospectus Offerings

  • Celestica Inc. on secondary offerings of US$289-million of subordinate voting shares

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

Other Strategic Transactions

  • Northview Fund on its recapitalization transaction and transformation into Northview Residential REIT

  • 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

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

Awards & Recognition

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

  • The Best Lawyers in Canada 2024 (Corporate Governance Practice)

  • Chambers Canada: Canada's Leading Lawyers for Business – 2018–2024 (REITs)

  • Thomson Reuters Stand-out Lawyers – Independently Rated Lawyers – 2016–2024 (As nominated by senior in-house counsel)

  • The Canadian Legal Lexpert Directory 2024 (Repeatedly Recommended – Corporate Finance & Securities)

  • The Legal 500 Canada 2022 (Capital Markets)

Professional Activities

Matthew is a member of the Ontario Securities Commission Securities Advisory Committee and was previously a member of the Ontario Securities Commission Continuous Disclosure Advisory Committee (2016 – 2024).

Publications
Professional Appearances
  • Contributor : Board Oversight of Social Issues
    Institute of Corporate Directors, Toronto, Ontario, May 30, 2023.
  • Contributor : Board Oversight of Social Issues
    Institute of Corporate Directors, Toronto, Ontario, March 30, 2023.
  • Panellist : Managing Enterprise Risk: Spotlight on Directors’ and Officers’ Liability
    Business Class Seminar, December 2017.
Media Activities
  • 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.
Education

Admitted to the Ontario Bar – 2005
JD, University of Toronto – 2004
MBA, University of Toronto – 2004
BComm (Hon.), Queen's University – 2000

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