Torys

Adam Armstrong

Adam is recognized for his industry-leading experience in complex technology licensing and outsourcings, and is a trusted advisor for all stages of the technology procurement process. Co-head of Torys’ Technology Contracting Practice, Adam advises clients on outsourcing transactions and on the licensing and conveyancing of hardware, software and other intellectual property. He has played a leading role on major technology outsourcings undertaken by clients and has a long history of running large-scale transactions and consortium arrangements for Canada’s major financial institutions. Adam is also the coordinator of Torys’ Corporate Department; in addition to his technology practice, he has extensive corporate and securities experience, supporting clients in public and private financings (including initial public offerings), shareholder arrangements and mergers and acquisitions. · Technology / IT

Adam Delean

Adam is one of Canada’s leading banking and finance lawyers, with decades of experience and market insight in corporate banking, leveraged finance and structured finance. Adam works closely with lenders and borrowers on transactions such as bank credit facilities, Canadian and U.S. bond financings, structured finance transactions, mezzanine financings and derivatives. He has particular experience in cross-border and international financings and is the chair of the firm’s India practice group. Clients also look to Adam’s robust knowledge for guidance on compliance matters related to their financing arrangements. · Banking & Finance

Adam Slavens

Adam’s commercially minded and rigorous counsel helps clients find solutions and realize goals in their restructuring and insolvency matters. Adam advises and represents creditors, investors and purchasers, restructuring corporations, equity holders and official court-ordered appointees in the financial restructurings of distressed companies in out-of-court workouts and refinancings as well as formal proceedings under the Companies’ Creditors Arrangement Act and arrangements under the Canada Business Corporations Act. · Restructuring & Insolvency

Adrienne DiPaolo

With multifaceted skill across public and private mergers and acquisitions, securities law and corporate governance, Adrienne is a longstanding advisor to clients in executing their transactional, capital raising and other activities. Adrienne works closely with some of Canada’s largest companies and institutional investors in their capital markets, securities law and corporate governance matters. With deep experience in both public and private M&A, Adrienne frequently acts for bidders and targets in both negotiated and contested transactions. She also provides ongoing advice to companies, directors and shareholders on corporate governance and securities compliance matters. Adrienne also supports both issuers and investment banks in a variety of public offerings. · Corporate / M&A

Amanda Balasubramanian

Amanda Balasubramanian is a leading lawyer in commercial banking and debt financings in Canada. Her legal acumen, market experience and proactive approach help move her clients’ goals and business strategy forward. Co-head of Torys’ Banking and Debt Finance Practice, Amanda represents lenders, sponsors and borrowers in domestic, international and global transactions, including acquisition finance, private equity and leveraged finance, liquidity financings, public and private offerings of debt securities, and streaming and royalty-based financings. Fund clients and lenders rely on her experience in designing fund finance products, including subscription facilities, NAV facilities and co-investment programs. Amanda’s work for clients extends to restructuring transactions, where she represents clients in debtor-in-possession and exit financings, as well as stream financings and the resultant intercreditor relationships. · Banking & Finance

Amy Maginley

Amy’s practice encompasses a broad range of energy and related infrastructure transactions, with specific experience in the oil and gas sector, where she has advised on a wide variety of upstream, midstream and downstream transactions and commercial arrangements in respect of project development, including construction, operation, processing and transportation arrangements. She works with clients across the spectrum of the sector, including some of the largest oil and gas companies, governments, and institutional and private equity investors. Amy also regularly advises clients on a wide range of corporate governance and general corporate matters. · Energy & Natural Resources

Andrew Bernstein

Andrew provides clients with leading experience, deep knowledge and skilled advocacy to advance their interests in patent and commercial disputes, as well as appellate matters, in all levels of court. Andrew helps clients involved in numerous types of disputes, including intellectual property, commercial and public law matters. A significant portion of his practice involves patents, copyright, trademarks arising in the life sciences, information technology, media and other industries. Andrew’s commercial litigation practice includes considerable experience in class actions, licensing, contract and tort actions, frequently advising and defending traditional and new media clients on defamation and free expression issues. He also has a strong track record in public law matters, having acted for both public- and private-sector clients in administrative hearings, judicial reviews and constitutional law cases. Andrew is an experienced appellate lawyer. He has helped numerous clients navigate difficult appeals before the Ontario and Federal Courts of Appeal, as well as other appellate courts across the country in a wide variety of areas of substantive law, including contracts, patents, copyright, class actions, administrative and constitutional law. He has also argued several appeals before the Supreme Court of Canada. · Intellectual Property

Andrew Shaughnessy

Andy is known for a creative, business-savvy approach, bringing deep scientific fluency and sophisticated litigation strategy to clients in their complex intellectual property disputes. Andy’s practice focuses on intellectual property litigation and dispute resolution, representing a wide variety of clients in complex patent and trademark infringement and related litigation. With a focus on life sciences, Andy has decades of experience protecting the IP rights of clients in the industry and has deep knowledge and perspective on pharmaceutical patents. He has appeared before the Supreme Court of Canada, Federal Court of Canada, Federal Court of Appeal, Ontario Superior Court of Justice and Court of Appeal for Ontario, as well as specialized tribunals such as the Trademarks Opposition Board and the Patented Medicine Prices Review Board. Andy is very active in the legal community and is a well-known speaker, teacher and author in Canada. · Intellectual Property

Andy Gibbons

Andy’s deep real estate knowledge and insight into the energy and infrastructure industries help inform and guide clients in their most important and complex real estate projects and transactions. Andy’s practice focuses on commercial real estate law, with an emphasis on energy projects, infrastructure and public-private partnerships. Andy acts regularly on behalf of developers, consortiums, lending syndicates and government authorities on project construction, development and financing, as well as acquisitions and dispositions. He also has experience advising on the real estate components of M&A transactions, REITs and other securities law matters. · Real Estate

Blair Keefe

A preeminent figure in the financial services industry, Blair has decades of experience advising Canada’s leading financial institutions on regulatory matters and industry best practices, and has acted as counsel on some of the country’s most complex and novel issues in his field. Blair is co-head of the firm’s Financial Services, Bank Regulatory and Insurance Regulatory practices, and is co-head of the Payments and Cards Practice. He advises on corporate and regulatory issues relating to financial institutions, as well as on mergers and acquisitions and corporate finance in the financial services industry. Blair is known for his in-depth understanding of all matters relating to the Bank Act. In addition, he has extensive experience in insurance and bank regulatory matters, banking and debt finance as well as payments and cards. · Banking & Finance

Braden Jebson

Braden practices corporate and securities law, with an emphasis on public and private M&A and corporate finance. He has a particular focus on the mining and metals sector, with experience in royalty and streaming finance transactions, inter-jurisdictional transactions and joint ventures. · Corporate / M&A

Brigitte Goulard

Co-head of Torys’ Consumer Protection practice and Fintech group, Brigitte has more than 30 years of experience working in the financial services industry, including the banking, insurance and financial cooperative sectors. With roles ranging from general counsel and policy management to serving as the Deputy Commissioner of the Financial Consumer Agency of Canada for nearly five years, Brigitte has deep knowledge of the legislative framework applicable to financial institutions in Canada, with a particular emphasis on consumer protection matters. Brigitte’s role as the former Deputy Commissioner of the FCAC and her extensive work in public policy and advocacy with various associations gives her significant insight and knowledge in legislative and regulatory processes, as well as in the workings of government in general, and in legislative lobbying requirements in Canada. · Consumer Protection

Carly Klinkoff

Carly practices in the Mergers and Acquisitions, Capital Markets and Metals and Mining Groups at Torys. Her practice is primarily focused on corporate and securities law, with an emphasis on mergers and acquisitions, corporate finance, stream and royalty finance, and corporate governance matters. Carly has extensive experience advising foreign and domestic clients in public and private merger and acquisition transactions and issuers and underwriters in debt and equity offerings. Carly’s industry experience includes metals and mining, real estate, technology, financial services and retail. · Corporate / M&A

Charles Keizer

A leading energy lawyer, Charles Keizer advises clients on some of the most sophisticated work in the sector, combining skilled advocacy and deep regulatory knowledge to help advance projects and unique and complex matters. Charles is co-head of Torys’ Infrastructure and Energy Practice and leads the Energy Regulatory Practice. He maintains an active practice with an emphasis on administrative law and project development in the energy sector. He frequently advises generators (renewable and conventional), transmitters, and electricity and natural gas distributors in relation to regulatory, project development and contractual matters. Charles regularly appears before the Ontario Energy Board on rates, licensing and leave to construct matters applications, some of which are the most complex and unique matters considered by that tribunal. As lead counsel on a number of generation and transmission projects, Charles has provided strategic advice related to federal and provincial regulatory regimes, and he has a strong understanding of project development—from the initial stages to connection and commercial operation. · Energy

Chris Christopher

Chris’ counsel to clients in the infrastructure, energy and oil and gas sectors is backed by deep experience and industry background, bringing knowledge and perspective to clients’ corporate and commercial priorities, strategies and objectives. Chris guides oil and gas and power companies through a wide range of their commercial projects and transactions. He regularly works with clients in their acquisitions and divestitures of energy assets, as well as the full spectrum of energy project development, from joint ventures, construction, operation and maintenance to logistics and transportation, processing and marketing arrangements as they relate to LNG, oil sands, shale gas and power projects. Chris’ industry experience includes a business background working with various oil and gas companies, giving him market insight and a commercial mindset. · Corporate / M&A

Christopher Richter

Christopher is an experienced trial and appellate lawyer who practises in the fields of corporate, commercial and civil litigation and dispute resolution, including advising on litigious aspects of corporate transactions. His practice also includes class actions, securities litigation, professional liability, product liability and employment law. He has appeared before the Québec courts of first instance and of appeal, the superior courts of several other provinces, the Federal Court and Federal Court of Appeal, the Supreme Court of Canada, and numerous arbitration panels and administrative tribunals (including the Québec securities commission and energy board). Leading Canadian and international companies prize Christopher’s risk-analysis advice in litigious matters and conflict prevention regarding their interests and operations in Québec and across Canada. With recognized experience in transnational disputes and matters of private international law, Christopher has also acted as arbitrator in numerous disputes (sole arbitrator, or member or chair of a panel), both domestic and international (including ICC and ICDR arbitrations). Christopher is fluently bilingual in English and French. · Litigation

Claire Seaborn

Drawing on a deep understanding of environmental and climate change law and policy, Claire helps clients advance major projects, navigate complex government regulation, resolve project-related disputes, and develop governance and accountability frameworks. She brings a wealth of knowledge and experience to both companies and governments, particularly in the energy, infrastructure and mining sectors. Claire’s background gives her unique perspective on matters with a government dimension. Before joining Torys, Claire spent five years in senior roles at the Government of Canada, most recently as Chief of Staff to the Minister of Energy and Natural Resources where she developed Canada’s Clean Electricity Strategy, Critical Minerals Strategy and Sustainable Jobs Plan. Claire was previously the Director of Policy and Legal Affairs to the Minister of Infrastructure and Communities, and a Senior Legal and Regulatory Affairs Advisor to the Minister of Environment and Climate Change. Claire understands the importance of sustainability to clients’ businesses, and works with clients to identify risks, measure progress and meet disclosure obligations. Her experience includes advising on climate risks and disclosure, carbon markets and compliance strategies and Indigenous participation and consultation. In 2022, Claire was recognized as an “Emerging Leader” by both the Clean50 Awards and the Women’s Infrastructure Network. Previously, Claire worked in the London, UK office of a global law firm where she gained experience with commercial arbitration and investor-state disputes in the energy and construction sectors, and was a consultant for the International Bar Association’s Presidential Task Force on Climate Change and Human Rights. Claire also spent six months focused on cross-border environmental and energy issues at the Embassy of Canada in Washington, DC. · Environmental

Corrado Cardarelli

With extensive experience, Corrado is a leading tax lawyer in Canada whose creative tax acumen and pragmatic, business-minded thinking assists clients in their complex tax matters. Corrado has deep experience assisting clients with corporate, partnership, trust, foreign and general business taxation work. His practice largely involves structuring domestic, cross-border, and international business transactions. His work regularly focuses on mergers, acquisitions, dispositions, financings, reorganizations and other business restructurings. Corrado also brings sophisticated skill and perspective to structuring collective investment vehicles with domestic, tax-exempt and foreign investors, including REITs and structured products, many of which have involved Canadian and U.S. cross-border aspects. Corrado was notably instrumental in designing Canadian income funds, cross-border income funds and analogous products, including U.S. income securities products. · Tax

Craig Maurice

Craig brings extensive experience advising on the tax aspects of domestic and international M&A and financing transactions, focusing on the energy and resources sectors. His work includes advising clients in traditional oil and gas, mining, oil sands projects and the midstream sector. Craig also advises junior resource clients on financings, with particular experience in financings using flow-through shares. Clients also regularly seek his advice on the tax implications of inbound and outbound private equity investment. · Tax

Daliana Coban

With over a decade of experience in the regulated electricity industry, Daliana offers practical counsel on a wide range of complex regulatory matters, including in public and administrative law, economic regulation, and regulatory compliance. Her expertise spans multi-year rate applications, performance-based utility remuneration, deferral and variance account mechanisms, rate-setting methodologies, affiliate relationship rules, sub-metering market regulation, connection and relocation costs and processes, tariffs, specific service charges, standby rates, and other cost allocation issues. Daliana’s strategic approach helps clients navigate the complexities of their regulatory environments, and her deep insight into the intersection of the energy market and the public sector has made her a trusted advisor to clients navigating the energy ecosystem. · Energy & Utilities

Daniel Masliyah

Daniel’s practice covers a wide range of corporate and securities law, emphasizing mergers and acquisitions and capital markets transactions. He has experience in both public and private M&A transactions. He has represented some of Canada’s largest private equity firms, pension plans, asset managers, insurance and benefits providers, and financial institutions in various investment activities. Daniel also advises on public offerings and private placements of equity and debt securities, corporate restructurings, proxy contests, and special committee processes. Daniel’s experience also includes cross-border and domestic transactions of all sizes in a wide range of industries. In addition, Daniel regularly provides ongoing advice to public companies on their disclosure, corporate governance and other corporate and securities law obligations. · Corporate / M&A

Dany Assaf

Involved in many of Canada’s highest-profile competition and foreign investment transactions, investigations and reviews, Dany brings seasoned advice and a long history of experience advising on all aspects of competition law and its practical administration to clients in Canada and internationally, including in the developing area of competition policy in big tech and digital innovation. Overview Dany is co-chair of the firm’s Competition and Foreign Investment Review Practice and advises international and domestic clients on all aspects of competition law and foreign investment matters, including in the area of national security reviews. Canadian and multinational clients rely on Dany’s advice on all aspects of competition law and foreign investment matters under the Investment Canada Act, including notably acting on the DuPont/Dow merger, the Supreme Court of Canada Tervita efficiencies case, the Interac case (Canadian bank payments system), GE/Honeywell and Rio Tinto/Alcan. Dany also advises clients in both the private and the public sectors on Middle East investment and capital market matters. He speaks both English and Arabic fluently. · Competition

Darryl Hiscocks

From day-to-day employment matters to critical scenarios, Darryl’s comprehensive employment experience cuts quickly to the heart of a matter and keeps the longer-term business impact for clients in view. Darryl practises in all areas of human resources and labour law, advising clients on the interpretation and application of all labour, employment, human rights, pay equity, privacy, employment standards, workers’ compensation, workplace safety and insurance, accessibility and occupational health and safety (OHS) legislation in both the private and public sectors. Darryl assists clients with all manner of human resources matters, including employee recruiting and hiring, executive compensation, discipline, drug and alcohol issues, individual and mass terminations, discharge, wrongful dismissal, unjust dismissal, departing employees (including with respect to employee common law and restrictive covenant obligations), workplace investigations, grievances, arbitrations, human rights applications, unfair labour practice complaints, workers’ compensation, OHS issues, and statutory complaints and applications. He also drafts and revises a wide variety of labour and employment documents, including employment contracts, employment policies and procedures, collective agreements and human rights documents (including discrimination, harassment and accommodation policies). Darryl has extensive experience advising employers in the labour and employment implications of corporate transactions, including mergers and acquisitions, reorganizations, and restructurings. He has worked with clients in a wide variety of industries and contexts, including service, retail, wholesale, pharmaceuticals, medical, technology, publishing, banking, finance, securities, insurance, automotive and others. · Employment & Labour

David Bish

David is one of Canada’s leading insolvency lawyers. He brings highly experienced counsel in insolvency and restructuring mandates, with a focus on creative solutions and practical perspective for clients navigating distressed circumstances. As the head of Torys’ Corporate Restructuring and Advisory Practice, David regularly advises across all aspects of bankruptcy, proposals, wind-ups, liquidations, reorganizations, restructurings, receiverships and security enforcement, and advising boards of directors on corporate governance issues in distressed circumstances. He has extensive expertise in plenary and ancillary cross-border insolvency and restructuring matters, and brings a wealth of experience to commercial financing, private equity and M&A transactions. David’s long track record as corporate and litigation counsel to a wide range of parties—leading corporations, financial institutions, distressed investors and accounting firms—gives him a nuanced perspective of stakeholder interests on large, complex insolvency and restructuring transactions, helping clients navigate challenges and advance their business objectives. · Insolvency & Restructuring

David Cuschieri

David is the co-head of the Calgary Energy group. David has a long track record working with clients in their corporate and commercial work, including domestic and international energy, oil and gas, power and related infrastructure transactions. His extensive experience includes advising on acquisitions, divestitures, joint ventures, partnerships, and project development. David’s robust experience spans the ecosystem of energy and infrastructure transactions, including all aspects of private M&A in various other industries, working closely with both energy and infrastructure companies as well as a wide range of private and publicly traded issuers, pension funds, private equity and other institutional investors. · Oil & Gas

David Seville

With broad experience leading capital markets transactions on both sides of the Canada-U.S. border and internationally, David brings legal acumen and market insights to help move clients’ goals and business strategy forward. David is co-head of the firm’s Capital Markets Practice and has extensive experience advising issuers and underwriters on domestic and cross-border equity and debt public offerings and private placements. He regularly advises clients on continuous disclosure, corporate governance and financial institution regulatory matters. David has deep experience with financial institution regulatory capital instruments, including limited recourse capital notes, the bank recapitalization (bail-in) regime by the Government of Canada, and non-viability contingent capital (NVCC) instruments. David also has substantial experience advising public companies, family offices, private equity and pension funds on acquisitions, dispositions, shareholder arrangements and reorganizations. · Capital Markets

David Wood

David has been involved in Alberta’s electricity sector since 1997 and has experience in all aspects of both the regulated and the unregulated electricity sectors, including utility rates, cost of capital, market rules, reliability standards and energy price-setting plans, transmission, distribution, generation and cogeneration facilities, industrial systems, merchant transmission, and generation and market surveillance investigations. He also regularly advises on disputes under Alberta’s legislated Power Purchase Arrangements. David also has extensive experience in the regulated oil and gas industries, including occupational health and safety, facility licensing, off-target penalties, pooling, common processor, common carrier, public consultation, emergency response plans, surface rights, rate regulation and facility regulation, new pipeline facilities, conversion of existing facilities, regulation of storage facilities, as well as sweet and sour gas wells, plants and pipelines. In environmental matters, David’s experience includes advising clients on environmental assessments, regulatory approvals and appeals, reclamation and remediation, brownfield development, emissions and environmental litigation. He has experience litigating, mediating and arbitrating a wide range of commercial and energy matters, including disputes related to shareholder disputes, directors’ and officers’ liability, securities, "poison pills," product liability, and royalty, leasing, joint venture, co-ownership and other contractual disputes. David has appeared before numerous regulatory tribunals, including the National Energy Board, Alberta Utilities Commission, Alberta Energy Resources Conservation Board, Alberta Securities Commission, Canadian Environmental Assessment Agency and Canada-Nova Scotia Offshore Petroleum Board. He has also appeared in all levels of courts in Alberta, trial courts in British Columbia and Ontario, and the Supreme Court of Canada. · Energy & Natural Resources

Dennis Mahony

A leading lawyer in his field, Dennis has specialized knowledge in environmental law. From regulatory compliance to courtroom advocacy, Dennis works closely with clients on bespoke tactics to mitigate risk and maximize opportunity in environmental matters impacting clients’ operations, projects and transactions. Dennis is the head of Torys’ Environmental, Health and Safety Practice, the Co-Chair of the firm’s interdisciplinary Climate Change and Emissions Trading Practice, and certified by the Law Society of Ontario as a Specialist in Environmental Law. Dennis provides comprehensive environmental, health and safety advice to a broad range of public- and private-sector clients, including public and private companies, federal government agencies, Crown corporations, provincial bodies and municipalities. The scope of his counsel covers virtually every industrial sector: transportation, utilities, non-renewable and renewable energy, pulp and paper, mining, chemicals and plastics, water and waste water treatment and disposal, manufacturing, financial institutions and real estate development. On projects, Dennis works alongside developers, lenders, technical consultants, regulators and other project stakeholders to plan, develop, permit and defend complex projects, often through sensitive environmental habitats. He regularly advises from the project planning stage through the approval and construction stages and into operation. His broad advice to clients spans regulatory compliance, major and minor environmental assessment and other approvals, strategic stakeholder management, and litigation before environmental tribunals and courts. Over the past several years, Dennis and various Torys teams have successfully advised and defended more major projects than any other environmental team in the country. Dennis also assists buyers, sellers, lenders and investors through all environmental aspects of a transaction: from acquisition diligence and agreement negotiation, to the design and coordination of deal-specific environmental liability assessments, negotiation of agreements and in handling closing and post-closing details. Dennis has a broad regulatory practice that involves technical and strategic advice spanning the full range of issues in the environmental, health and safety field. In particular, he advises on federal and provincial environmental assessments and other approvals, contaminated sites, quasi-criminal, civil and administrative liability assessments, transportation of dangerous goods and waste, climate change, general legal compliance, legislative initiatives and Canada-U.S. cross-border issues. His work regularly involves litigation, covering environmental assessment and approval hearings, appeals of administrative orders, quasi criminal defence work and civil litigation. With respect to climate change and emissions trading, Dennis helps clients navigate through this evolving area, including keeping them informed on the numerous domestic and international developments in the area and working on project-specific teams for everything from assessing securities disclosure requirements to emissions trading. · Environmental Law

Ebad Rahman

Ebad is an experienced corporate lawyer with deep technology industry knowledge, counselling leading financial institutions, retailers and other organizations spanning sectors in their outsourcing, transactional and other commercial work. Ebad’s diverse technology practice includes advising on technology contracting, outsourcing and general commercial agreements, as well as on software development, cloud computing and procurement matters. He also counsels clients on sponsorship, licensing and naming rights agreements, frequently sought out by corporate sponsors to advise on how best to structure their sponsorship arrangements to maximize their return on investment. Ebad heads Torys’ Payments and Cards practice and supports clients in the acquisition and development of card programs, payment systems and mobile payment solutions, as well as related outsourcing arrangements. · Technology

Edward Fan

A leading intellectual property lawyer with pragmatic perspective, Edward helps companies acquire, enforce and fully exploit their intellectual property assets across industries. Edward is the practice group coordinator for the firm’s Intellectual Property Group. In addition to advising on issues relating to patent procurement and portfolio management, Edward is also involved in negotiating and crafting intellectual property, technology transfer, software and other technology-related licenses and agreements. Edward is a registered patent agent in Canada and the United States and a trademark agent in Canada. · Intellectual Property

Eileen McMahon

Eileen’s market-leading experience, practical advice and industry insight in intellectual property and regulatory law make her a go-to advisor for clients in Canada and the United States. Chair of Torys’ Intellectual Property and Food and Drug Regulatory practices, Eileen is one of a handful of Canadian lawyers who advise on regulatory clearance and intellectual property protection of products. Across sectors—including life sciences, agribusiness, regenerative medicine and stem cells, cannabis and more—Eileen helps clients identify IP and regulatory assets, obtain and maintain market exclusivity, exploit IP assets and enforce their IP rights. Eileen is a registered patent and trademark agent in the United States and Canada and is adroit at navigating the issues at play in cross-border matters. She is also a Certified Licensing Professional of the Licensing Executive Society (LES) (2011-2014), United States and Canada. This certification is issued only to persons who have met the requirements for licensing professionals, established by CLP, Inc., under the guidance of the LES. Fewer than 1% of all attorneys have this certification, making Eileen a specialized resource for clients. · Intellectual Property

Eli Monas

Eli’s practice focuses on corporate law and regulatory issues relating to financial institutions, advising both Canadian and international financial institution clients. With industry experience, including a six-month secondment to the Legislation and Approvals Division at the Office of the Superintendent of Financial Institutions in 2017-18, Eli brings particular knowledge of bank and insurance regulation, consumer protection and payments to his counsel. · Banking & Finance

Ellie Kang

With a wide-ranging employment and compensation practice, Ellie has substantial experience helping private equity investors and their portfolio companies, venture capital investors and emerging companies, as well as public companies, investment managers, boards of directors and management teams, on the design and implementation of complex executive compensation and employee benefits programs, including advising on ERISA matters. Ellie focuses her practice on all aspects of executive compensation and employee benefit matters arising in mergers and acquisitions. She has considerable experience with executive compensation and employee benefit due diligence; negotiation of benefit and compensation-related representations, warranties, covenants and other related provisions in transaction agreements; treatment of outstanding equity compensation awards; 280G “golden parachute” analysis and related shareholder approval documentation; and post-closing integration and design of employee benefit and compensation programs. In addition to her transactional work, Ellie regularly advises clients on the design and implementation of various executive compensation arrangements, including employment, severance, change of control and retention agreements, as well as equity-based incentive awards, such as stock options, restricted shares, phantom stock, appreciation rights and profits interests. She also has experience with ERISA and employee benefit matters arising in financing arrangements representing both lenders and borrowers; public company executive compensation disclosure matters; 409A and 457A non-qualified deferred compensation design and compliance; and retirement and welfare benefit plan design and compliance. Ellie regularly advises investment managers, fund sponsors, retirement plan investors and other financial market participants on ERISA matters, including with regard to advice regarding fiduciary duties, prohibited transaction rules, and ESG and proxy voting considerations. Ellie is fluent in Korean and conversant in French. · Employment & Labour Law

Frank Iacobucci KC

Frank advises government, Indigenous groups and businesses on critical legal and policy matters, including matters involving reconciliation between Indigenous peoples and Canada, addressing Indigenous rights, and the discharge of the duty to consult. His work includes guidance, advice and support to clients of Torys and members of the firm. · Indigenous Law

Gillian Dingle

A sophisticated and business-minded litigator with deep market insight, Gillian guides clients through the legal and regulatory developments on matters ranging from securities litigation to class actions. Gillian is the practice group leader for Torys’ litigation department and co-head of the firm’s securities defence practice. Her practice focuses on securities litigation and corporate disputes. On the securities side of her practice, Gillian frequently acts for capital market participants in securities class actions, professional liability claims and regulatory investigations involving the Investment Industry Regulatory Organization of Canada, the Mutual Fund Dealers’ Association and the Ontario Securities Commission. As a complement to her securities regulatory work, she advises financial institutions on investigations involving consumer protection matters. Gillian also maintains an active commercial litigation practice, representing corporations in contested transaction matters, shareholder disputes, breach of contract claims and other business torts. She has appeared as counsel in all levels of court in Ontario, the Federal Court, the Federal Court of Appeal and the Yukon Court of Appeal. · Litigation

Glen Johnson

A leading lawyer in his field, Glen has a wealth of securities regulatory knowledge and capital markets experience guiding major underwriters and issuers in their domestic and cross-border equity and debt finance matters. Glen regularly guides clients in their securities regulation and corporate finance matters, particularly in the area of domestic and cross-border securities offerings. He works with clients on a wide range of public equity and debt offerings, private placements and M&A transactions, with a particular emphasis on structured products. Glen also counsels Canadian issuers and securities industry participants on regulatory compliance matters, including listings, governance and disclosure issues and regulation of market participants in Canada. · Capital Markets

Graham Rawlinson

A leading real estate lawyer, Graham brings decades of experience helping clients navigate the real estate industry through business-minded counsel focused on optimal opportunities and outcomes for clients. Co-head of Torys’ Commercial Real Estate Practice, Graham is known for his extensive experience in commercial real estate and infrastructure transactions, including real estate joint ventures, acquisitions, divestitures, project finance, development, leasing, construction and secured lending. Graham regularly acts for public and private businesses in some of their most complex and transformational real estate transactions. He brings market insight and real estate experience through his longstanding work in the seniors housing, retail, office and hospitality sectors. · Real Estate

Gwen Watson

With extensive experience and a practical mindset, Gwen gives clients strategic insight and guidance on their challenging and complex tax matters. Gwen provides comprehensive income tax advice to corporations, with particular emphasis on mergers and acquisitions and corporate reorganizations, including butterfly and bump transactions. Highly experienced in complex transactions, Gwen regularly advises on the income tax aspects of cross-border and capital markets transactions, derivatives and financial instruments, and has extensive knowledge of the application of Canadian foreign affiliate rules. · Tax

Huw Evans

Huw Evans brings skilled deal acumen, strategic thinking, and a rigorous approach to advising institutional and other leading investors on their projects and complex transactions in the energy and infrastructure sectors. Huw practises corporate law, with an emphasis on transactions in the energy and infrastructure sectors. He regularly acts for infrastructure funds, pension funds and other infrastructure investors in connection with M&A transactions, joint ventures, project financings and developments. Huw has led numerous significant acquisitions and divestures of energy and infrastructure assets, including renewable power projects and PPP assets. In addition, he regularly advises clients in these industries on a broad range of corporate, securities and governance matters. · Corporate / M&A

Janan Paskaran

With a track record helping domestic and multinational organizations execute investments in Canada and around the world, Janan is a leading corporate lawyer advising clients on their M&A and capital markets transactions. Janan’s practice focuses on corporate and securities law, with an emphasis on international transactions. He has an efficient, practical approach that comes from an extensive background of experience representing public and private issuers in a wide variety of financing, business combination and public and private M&A transactions. Janan also regularly counsels clients across sectors on their securities compliance matters, commercial transactions, and corporate finance, procedures and governance. Janan is the co-leader of Torys’ Diversity & Inclusion Committee. · Corporate / M&A

Jennifer Baugh

Jennifer’s practice focuses on corporate and securities law, with an emphasis on corporate finance and mergers and acquisitions in established and emerging industries, such as technology, biotechnology and life sciences. Jennifer represents emerging to large domestic and international public and private companies, as well as investment dealers, in connection with various corporate and commercial transactions, including reverse takeovers and other going public transactions, public and private equity and debt financings, listings on Canadian stock exchanges, mergers and acquisitions, and corporate reorganizations. She advises public companies on general corporate/commercial law issues, areas of legal risk, regulatory matters, continuous disclosure obligations and corporate governance practices. · Corporate / M&A

Jennifer Lennon

Jennifer supports clients with deep technical skill and experience across the spectrum of employment matters, including employee benefits and developing tax-effective executive compensation arrangements. Jennifer advises Canadian and international clients on the design and implementation of compensation arrangements and the related securities laws and stock exchange requirements. She has substantial experience providing strategic advice on executive compensation matters in corporate transactions, such as mergers, acquisitions and initial public offerings. Her broad practice also includes corporate governance advice for public and private institutions, including ongoing disclosure and compliance obligations. · Executive Compensation

Jerald Wortsman

Jerald is known as one of Canada’s leading tax lawyers, with an established track record of developing sophisticated solutions that guide clients through their most challenging and complex tax matters. Head of the firm’s Tax Practice, Jerald gives clients strategic tax counsel across business transactions and financings. His work includes domestic and international corporate tax planning, with an emphasis on complex, large-scale and cross-border mergers and acquisitions, reorganizations and corporate finance. He has significant experience advising domestic and international financial institutions. Jerald regularly works with clients on Canadian and cross-border acquisitions, divestitures and restructurings, and inbound and outbound investments and multinational group structures. He also brings a wealth of tax experience to the structuring and issuance of various financial instruments and other capital markets activity. · Tax

Jessica Lumière

Jessica is a senior lawyer who leads a team based in our Legal Services Centre in Halifax that provides a suite of new service offerings that rely on process and technology efficiencies to deliver client value. She also advises clients on technology acquisitions, technology and data licensing, procurement, outsourcing, cloud service-provider arrangements, and various transactions dealing with a broad spectrum of emerging tech such as blockchain and AI. Jessica brings a uniquely in-depth client perspective to her role; prior to joining Torys, she worked at The Toronto-Dominion Bank for over 10 years, advising senior executives on complex technology-related deals, as well as on enterprise policies, standards and protocols relating to third-party risk management and cloud computing. Jessica is also a member of the Data Governance and Strategy Group and advises clients on data-related issues such as data protection, governance and commercialization. · Technology Transactions

Jill McCutcheon

With extensive experience and nuanced knowledge of the complex regulatory landscape of the insurance industry, Jill gives clients practical advice on regulatory, transactional and other advisory matters. Co-head of the firm’s Financial Services practice, Jill has more than 25 years of experience advising the property and casualty, life and reinsurance sectors of the insurance industry on corporate, regulatory and transactional matters. Jill regularly advises on all aspects of the law, whether federal or provincial, and acts as counsel to a broad range of clients, including insurers, reinsurers, banks, credit unions, intermediaries, cover holders and MGAs, third-party administrators, retailers, employers and associations. Jill is noted for her ability to respond to and resolve issues with the numerous regulators who impact on the insurance sector in Canada. She also has extensive experience in privacy law and data breach response matters. Jill has broad and extensive experience advising on all aspects of activity in the insurance industry. This includes advising on the formation of insurers, governance matters and obtaining federal and provincial regulatory approvals. She also regularly acts as counsel to insurance company boards of directors. She frequently engages with regulators, resolving distribution, product and other regulatory issues on behalf of her clients. Jill also counsels clients on market conduct and compliance requirements. Her work regularly involves drafting and negotiating reinsurance, distribution and other specialized agreements germane to the sector, developing policy wordings, and advising on reinsurance and self-insured, risk retention and captive strategies. Beyond insurance matters, Jill has experience in privacy law, the resolution of privacy complaints and privacy breach responses. · Insurance

Jim Hong

Jim brings decades of banking and finance experience and an international perspective in corporate and securities law, offering clients tailored solutions for structured finance and securitizations. Jim has broad market knowledge and experience advising on securitizations, public and private managed products, structured asset-backed financings and derivatives. He supports clients in developing securitization structures and products on Canadian and cross-border transactions. Jim is recognized as a leading lawyer in securitization matters and is a co-author of the Canada Chapter of The International Comparative Legal Guide to Securitisation, published by Global Legal Group, London. · Banking & Finance

Joel Ramsey

A leading technology lawyer, Joel has extensive and nuanced knowledge in tech outsourcing, fintech, cloud computing and payment cards and systems. Joel works closely with financial institutions and leading businesses, advising on complex and innovative transactions, data governance practices and other tech-related initiatives. As co-head of Torys’ Technology Contracting Practice, Joel advises clients in Canada and the United States on strategic commercial transactions involving technology development and procurement, outsourcing, payment systems, fintech, blockchain, cloud computing, digital and e-commerce solutions, data distribution, privacy compliance and breach response. Joel’s clients include technology service providers, retailers, pension funds, financial institutions, government agencies and companies in the asset management, energy and securities sectors. Joel also co-heads Torys’ Data Governance and Strategy Group and regularly counsels clients on critical data-related issues, opportunities and best practices, including data protection, management, development and commercialization. · Technology / IT

John Emanoilidis

Advising on mergers and acquisitions, corporate finance transactions and other significant corporate matters across industries, John is co-head of the firm’s M&A Practice and is widely recognized as one of Canada’s leading corporate and securities lawyers, with deep deal acumen and strong technical skill to advance clients’ business strategies. John has a broad range of experience in complex M&A, transactional, securities, private equity, regulatory, governance, activism and compliance matters. With an international range of clients, John represents domestic and foreign acquirors, private equity sponsors, targets, special committees, boards of directors and investment banks in all aspects of M&A (both public and private), including hostile takeover bids, strategic review processes, proxy contests, going-private transactions, private equity transactions and negotiated acquisitions. John regularly advises companies, directors and shareholders on corporate governance, crisis management, activism, compliance and other critical situations. He also has extensive experience in corporate finance transactions, representing issuers, underwriters and investors in domestic and international debt and equity public offerings and private placements. · Corporate / M&A

John Terry

A leading lawyer in his field and a strategic partner to clients on high-profile international matters, John is recognized for his long track record of work on trade disputes, arbitrations and Indigenous consultation. John’s civil litigation practice focuses on public, business and international trade and investment law. He regularly advises corporations and federal, provincial and municipal governments on NAFTA and WTO matters, and has represented major Canadian and multinational corporations in respect of investor-state arbitrations under Chapter 11 of the NAFTA. John also has a significant practice in Indigenous matters, with extensive experience advising project developers and lenders on issues respecting the duty to consult with Indigenous communities and representing parties and negotiating in disputes regarding Indigenous issues, often on high-stakes or sensitive matters. He also routinely provides guidance to natural resource and energy companies on corporate social responsibility issues. John has appeared as counsel at all levels of court in Ontario, at the Federal Court and Federal Court of Appeal, before the Supreme Court of Canada, in commercial and investment arbitrations and before a variety of administrative tribunals. · Litigation

Josh Van Deurzen

With a dual call in Ontario and New York, Josh advises clients on commercial agreements for the design, construction, financing, operation and maintenance of major infrastructure and public-private partnership (PPP) projects on both sides of the Canada / U.S. border. Josh works with project participants spanning the infrastructure ecosystem—representing government authorities, developers, construction contractors, service providers, lenders and underwriters—on all aspects of development and financing transactions across the spectrum of social and economic infrastructure, including healthcare, broadband, transit and transportation, water and wastewater, education and power. · Infrastructure

Julie Himo

Julie is a highly regarded advisor to Canadian and multinational clients across industries in their cybersecurity governance, conducting strategic risk and privacy assessments and providing counsel on a wide variety of privacy issues. Julie frequently acts as breach coach for clients and has considerable experience with all types of cyber incidents, including cyber extortion in the context of information theft, DDoS attacks, large-scale ransomware attacks, sophisticated hacking, malware and phishing attacks, lost and stolen laptops, drives and paper information, and data breaches impacting payment cards and PCI rules. With many of these incidents having international implications, Julie is experienced in coordinating notification and regulatory filing efforts across multiple countries. Julie has served as a breach coach for Canadian and international insurance companies and represented numerous policyholders in responding to data security incidents, covering Canada, the U.S. and various other countries in various fields, including dealing with PCI DSS and other related reporting obligations. She also has experience in the education sector, advising universities and other institutions subject to cyberattacks, working with forensic experts during the investigation and guiding them through their regulatory and PR responses. In addition to her breach coach work, Julie conducts strategic risk and privacy assessments; counsels clients on “privacy by design” for new products and marketing initiatives, including supporting consumer engagement activities, such as marketing and contests; advises on CASL compliance; and intervenes on a wide variety of privacy issues. She also assists clients with strategic requests to obtain material information for business or legal purposes and with resisting the disclosure of important confidential information before institutions, regulators and the courts. Julie also has extensive experience in commercial litigation and has acted on major disputes in a diverse range of areas, including commercial fraud, contractual disputes, shareholder disputes, bankruptcy and insolvency, take-overs by means of plans of arrangement, as well as corporate and securities matters. She has also represented client in numerous disputes involving extraordinary remedies such as seizures and injunctions. Julie is fluent in French, English and Arabic. · Privacy & Data Security

Karrin Powys-Lybbe

Karrin advises on some of the most sophisticated and high-profile M&A and securities transactions in Canada. With a rigorous, creative and practical approach, Karrin builds lasting relationships with her clients, guiding them through their long-term objectives and strategies. Karrin is co-head of the firm's M&A practice with a broad practice supporting clients across mergers and acquisitions, securities law, corporate finance and corporate governance. She is a long-time trusted advisor to many clients, including companies in the Brookfield group. Karrin is the former managing partner of Torys’ New York office and a former member of Torys’ Executive Committee. · Corporate / M&A

Kevin Fougere

A leading banking and finance lawyer, Kevin gives strategic and transaction-oriented counsel across the spectrum of corporate lending and project finance. Kevin has extensive experience advising corporate clients and financial institutions on a wide range of financing transactions, including project financing, syndicated bank transactions, bond financings, cross-border financings, acquisition financings and asset and reserve based lending, as well as advising on general corporate and commercial matters. Kevin works with clients in a wide range of industries, including on financings in the oil and gas, energy services and renewable power sectors. · Banking & Finance

Krista Hill

Krista Hill is widely recognized as an industry leader in infrastructure and energy M&A, privatizations and joint ventures/partnerships, both in Canada and internationally. Krista is the co-head of the Infrastructure and Energy practice, as well as a member of the firm’s Executive Committee and the Diversity, Equity & Inclusion Committee. Krista has deep experience in complex, innovative, first-of-kind transactions and projects. With robust insight into all types of energy projects and infrastructure asset classes, she regularly leads large teams working to advance significant projects and transactions. Krista is also an accomplished lead negotiator and has extensive experience advising multiple stakeholders with respect to their complex projects and transactions. · Infrastructure

Linda Plumpton

A highly accomplished advocate in commercial dispute resolution, class actions and competition and securities litigation, Linda Plumpton is known for her work in bet-the-company litigation and for her long track record defending clients in their most important disputes. Chair of the firm’s Litigation and Dispute Resolution Practice, Linda is a recognized leading practitioner for her vast experience across competition litigation, class action defence, corporate/commercial disputes and securities litigation. Linda has appeared as counsel in the Supreme Court of Canada, in all levels of court in Ontario and in the Federal Court, as well as before the Competition Tribunal and the Ontario Securities Commission. She also advises clients in the areas of public law, constitutional law and employment. Linda is a Fellow of the American College of Trial Lawyers (ACTL). · Litigation

Lisa Talbot

With sophisticated advisory skills and strategic guidance in disputes, Lisa is an accomplished litigator and trusted advisor to boards and companies on their most sensitive and high-profile employment matters. Lisa leads Torys’ Employment Litigation Practice, advising companies and boards of directors on all manner of human resources issues, as well as representing them in contentious employment matters. As a strategic advisor with sophisticated perspective, Lisa gives comprehensive guidance to clients, often behind the scenes, on their most complex employment matters with enterprise-wide implications, such as high-profile CEO and C-suite departures and hires, policy-setting, whistleblower programs and workplace-related investigations. She also advises companies undertaking investigations and leading investigations, particularly on sensitive employment matters such as allegations of executive and employee misconduct and sexual harassment. To help proactively mitigate crisis risk, Lisa works closely with leading Canadian businesses on crisis management, response and preparedness tactics. Lisa is a skilled litigator, with deep experience in employment class actions defence. She regularly acts for Canada’s largest employers on overtime and other employment class actions, as well as in wrongful dismissal claims, bonus disputes and human rights and harassment claims. She has appeared as counsel in the Supreme Court of Canada, in all levels of court in Ontario, and in the Federal Court, as well as before the Ontario Human Rights Tribunal. Lisa is a member of Torys’ Executive Committee. · Employment

Lou Cusano

A skilled litigator with significant experience in the energy industry, Luigi (Lou) Cusano helps clients navigate complex energy regulatory frameworks across high-stakes matters and disputes, bringing decades of knowledge of Canada’s evolving electricity and oil and gas sectors. Lou is the managing partner of the firm’s Calgary office. His practice focuses on administrative, regulatory and environmental law and commercial litigation in the energy sector. Lou has been involved in the restructuring of Alberta’s power industry and has experience in all aspects of both the regulated and the unregulated electricity sectors, including utility rates, cost of capital, market rules, reliability standards, energy price-setting plans, transmission, distribution and generation facilities (both renewable and non-renewable), cogeneration facilities, industrial systems, merchant transmission and generation, market surveillance investigations, and disputes regarding Alberta’s legislated Power Purchase Arrangements. In the oil and gas sector, Lou provides comprehensive regulatory advice across the spectrum of clients’ operations, including related to pipelines (greenfield, conversion and tolls and tariffs-related issues), heavy oil/oilsands development, well licensing, off-target penalties, pooling, common processors and carriers, processing facilities, public consultation, facility proliferation, environmental matters, land reclamation, emergency response and surface rights. Lou’s significant litigation experience includes many types of contractual disputes and power and oil and gas facility-related issues. He has appeared before numerous regulatory tribunals, including the Alberta Utilities Commission, Alberta Energy Regulator, the Natural Resources Conservation Board, Alberta Environmental Appeal Board, British Columbia Utilities Commission, Canadian Energy Regulator and the Alberta Securities Commission, as well as before all levels of Alberta courts and in mediations and arbitrations. · Litigation

Marie-Ève Gingras

Marie-Ève’s practice involves a broad range of civil and commercial litigation, including in the context of class actions. Marie-Ève has been involved in a wide range of matters, including in matters relating to product liability, consumer complaints, securities, price-fixing allegations and public law matters. She has represented clients in the pharmaceutical, banking, construction, technology, communication, manufacturing, railway, aviation and mining industries. Marie-Ève has appeared as counsel before all levels of court in Québec and in the Federal Court. Marie-Ève also practices labour and employment law. She assists clients with employment matters, including compliance with Québec laws and regulations, employment contracts, employment termination, human rights, non-solicitation undertakings and non-compete undertakings. Marie-Ève also assists clients regarding labour and employment implications of corporate transactions. Marie-Ève regularly provides advice to Canadian and multinational corporations regarding consumer protection legislation, language requirements and other legal requirements for doing business in Québec. Marie-Ève is fluent in French and English. · Litigation

Mark Bain

Mark is consistently recognized as one of Canada’s leading infrastructure and project finance lawyers, providing clients with strategic counsel and deep technical insight on complex and first-of-kind infrastructure projects and PPP transactions across sectors and geographies. Head of Torys’ PPP practice and co-head of the firm’s Infrastructure and Energy practice, Mark has advised on major capital projects across Canada, including over 80 significant PPP projects. He has represented all principal stakeholders in such transactions, including sponsors, equity investors, lenders, arrangers and underwriters, contractors, service providers and public authorities, giving him a broad perspective to offer practical and effective solutions balancing public and private interests and risks to meet project goals. His experience spans all fields, including complex and innovative PPP and infrastructure transactions in healthcare, power, transit, telecom, education, justice, gaming, water and wastewater, pipelines, public records and urban redevelopment. His wide-ranging work includes recent award-winning projects such as the Tłı̨chǫ All-Season Road, Saint John Safe Clean Drinking Water, Calgary Stoney CNG Bus Storage and Transit Facility, Ottawa LRT, Rt. Hon. Herb Gray Parkway, Mosaic Stadium, Mackenzie Valley Fibre Link and Corner Book Acute Care Hospital. · Infrastructure

Martha MacDonald

Recognized for her skill and advocacy before the courts, Martha MacDonald is an experienced tax litigator who brings advanced dispute strategy and deep tax knowledge to advocate for clients on all manner of tax disputes. Martha leads Torys’ Tax Controversy and Litigation Practice, and practises tax litigation before trial and appellate courts, as well as dispute resolution with the Canada Revenue Agency and provincial tax authorities. Martha brings extensive knowledge and experience to a wide range of tax issues, including transfer pricing, tax avoidance, foreign tax credits, residence for tax purposes, taxable employment benefits, and goods and services tax/harmonized sales tax. She also regularly advises clients on a variety of administrative and procedural matters. · Tax