Michael J. Lang

Biography

Michael Lang practises corporate and securities law, with particular emphasis on capital markets transactions, mergers and acquisitions, corporate governance and public company compliance matters. He has served on and acted as counsel to several "blue ribbon" committees examining securities regulatory policy issues, including the Investment Dealers Association of Canada's Committee on Take-Over Bid Regulation (Zimmerman Committee).

Mr. Lang has handled numerous national and cross-border M&A transactions for Canadian and foreign clients. He has counselled acquirors, target companies, controlling shareholders and institutional investors on take-over bids, issuer bids, going-private transactions, related party transactions and business combinations.

Mr. Lang has counselled special committees of directors in reviewing and negotiating insider bids, going-private transactions, management buy-outs, reorganizations, arrangements and related party transactions. He represents financial advisors in advisory, valuation, fairness opinion and acquisition/divestiture assignments.

Mr. Lang has also represented issuers and underwriters in national, cross-border and international public offerings and private placements, and has counselled market participants on regulatory investigations and enforcement matters.

From 1982 to 1983, he was seconded to the Ontario Securities Commission as staff counsel and as Legal Advisor to the Chairman of the Commission. Except for this secondment, Mr. Lang has been in private practice since 1979.

Year of Call

• Ontario Bar 1979

Law School

• LL.B., University of Windsor, 1977

EDUCATION

• B.A., University of Toronto, 1974

Selected Client Work

• Archer-Daniels-Midland Company (ADM) in connection with the sale of its 28% shareholding in Agricore United to Saskatchewan Wheat Pool Inc. (SWP) pursuant to SWP's $1.8 billion take-over bid for Agricore
• Nortel Networks Corporation and the special committee of its board of directors in connection with BCE Inc.'s spin-off of its 35% shareholding in Nortel by way of a plan of arrangement
• Nortel Networks Corporation and Nortel Networks Limited in connection with the establishment of a US$2.5 billion cross-border universal shelf and two concurrent global public offerings of US$892 million of common shares and US$821 million of equity units comprised of pre-paid forward share purchase contracts and stripped US treasury securities
• Nortel Networks Corporation and Nortel Networks Limited in reaching a settlement agreement with the staff of the Ontario Securities Commission resolving all regulatory issues relating to accounting practices that gave rise to several financial restatements

Publications

 

Speaking Engagements

• Current Issues in Canadian Securities Regulation and the Regulation of Canadian Financial Institutions, New York City, 1985
• Ontario's Bill 156: New Rules Governing Take-Over Bids and Issuer Bids, Canadian Institute, Montreal, 1988
• Canadian Take-Over Bid Defences, New York State Bar Association, Toronto, 1989
• The Role of Special Committees in Related Party Transactions, Insight, Toronto, 1991
• OSC's Proposed Early Warning Rule, Financial Executives Institute Canada, Toronto, 1996
• "Poison Pills" - The Role of the Institutional Shareholder, 16th Annual Securities Law Practitioners' Institute, Langdon Hall, 1996
• Changing Take-Over Bid Rules, Canadian Institute, Toronto, 1996
• Take-Over Bids, Related Party Transactions and Early Warning System, Dialogue with the OSC, Toronto, 1996
• Liability for Continuous Disclosure, Federated Press, Toronto, 1997 and 1999; 8th Annual Corporate Secretaries Congress, Toronto, 1998
• Surfacing Value and Institutional Influence on Corporate Governance, Canadian Institute, Toronto, 1998
• Liability for Financial Reporting and Other Continuous Disclosure, Insight, Toronto, 1999
• Auditor Independence and the Public Interest: Recent Developments, jointly with Michael Bennett, Insight, Toronto, 2003
• The Regulator as Policy Maker, Enforcer and Adjudicator: Is Bifurcation the Answer?, 10th Queen's Annual Business Law Symposium, Kingston, 2003
  

Rankings and Recognitions

• The Best Lawyers in Canada 2008 (Corporate Law)
• Practical Law Company: Which Lawyer? Canada (Corporate Law/Mergers and Acquisitions)
• Canadian Legal Lexpert Directory (Corporate Law)
• Chambers Global Guide to the World's Leading Lawyers 2008 (Corporate Law/Mergers and Acquisitions)
• International Financial Law Review 1000 (Mergers and Acquisitions)

Memberships and Activities

• Securities Advisory Committee to the Ontario Securities Commission (1994-99) 
  

Directorships

• Director, Sanofi Pasteur Limited
• Director and former Vice-Chair, St. Joseph's Health Centre, Toronto