Stephen Erlichman

Partner

Bay Adelaide Centre
333 Bay Street, Suite 2400
P.O. Box 20
Toronto, ON M5H 2T6

Canada

Steve Erlichman has practised corporate and securities law throughout his career, first in New York with Weil Gotshal & Manges and then in Toronto with Davies Ward & Beck. After drawing upon his legal and business training during a working sabbatical with private equity group Royal Bank Equity Partners, in 1999 Steve joined Fasken Martineau as a senior partner based in Toronto. In October 2011, Steve also became the Executive Director of the Canadian Coalition for Good Governance (whose members consist of pension funds and other institutional investors across Canada which collectively have approximately $3 trillion of assets under management).

Steve has been counsel to senior management, boards of directors and major shareholders of public and private corporations as well as to investment dealers, commercial banks, insurance companies, private equity firms and managers of mutual funds, pension funds and hedge funds. In Steve's transaction based practice, he advises on public and private acquisitions (including private equity investments), reorganizations, public offerings, private placements and structuring innovative financial products, often leading large multi-disciplinary teams on these mandates. Steve's regulatory practice includes dealing with securities regulators in connection with investigations, hearings and applications for relief. Steve advises directors and management of corporations, pension funds and investment funds on governance and compliance issues as part of his corporate legal practice.

Steve is at the forefront of the major corporate governance issues in Canada and the world, and has the pulse of the institutional investor community, as a result of his role at the Canadian Coalition for Good Governance, his position as inaugural Co-Chair of the Global Network of Investor Associations and his membership on the Shareholder Rights Committee of the International Corporate Governance Network. Because of the work Steve has done on investment fund governance (including delivering his report commissioned by the Canadian Securities Administrators entitled "Making it Mutual: Aligning the Interests of Investors and Managers--Recommendations for a Mutual Fund Governance Regime for Canada", which was referred to by the press as a "landmark report on fund governance" and utilized by the Canadian Securities Administrators in establishing a mutual fund governance regime for Canada), Steve is one of the very few practicing lawyers with expertise and experience in both corporate governance and investment fund governance.

Representative mandates led by Steve include: acting for the Government of Canada in creating the Canada Investment Fund for Africa, a $200 million private equity fund which invests in Africa; acting for U.S. private equity group CCMP Capital (i) to negotiate and sign a purchase agreement and thereby become the stalking horse bidder in Eddie Bauer's Canadian bankruptcy process and (ii) to acquire Jamieson Laboratories Ltd.; acting for U.S. private equity group Svoboda Capital to make a strategic significant investment in Reliable Parts Ltd.; acting for U.S. private equity group Advent International to acquire BOS Solutions Ltd.; acting for U.S. private equity group Providence Equity Partners as part of the consortium which acquired Canadian data centre operator Q9 Networks for $1.1 billion; acting for Omega Protein Corporation to acquire Bioriginal Food & Science Corp.; acting for Seitel Inc. and its controlling shareholder ValueAct Capital in the hostile takeover bid for Pulse Data Inc.; acting for Smoothwater Capital Corporation in negotiating a settlement of its issues with the board of directors and management of Genesis Land Development Corp., thereby bringing an end to Smoothwater’s proxy contest; acting for Mackenzie Financial Corporation, in its capacity as trustee and advisor of various funds, in connection with purchasing US $200 million of Blackberry Ltd’s US $1 billion convertible debenture financing; and acting for Middlefield Group in the design, creation, initial public offering and listing on the Toronto Stock Exchange of numerous closed-end investment funds which raised over $4 billion.

Steve has spoken and written widely. Steve’s op-ed pieces entitled “Shareholders Rights and Directors Powers in Takeover Bids: The Ideological Debate in Canada” and “Vote Buying and Golden Leashes: Corporate Governance’s Slippery Slope to the Bottom” were published in the National Post and The Globe and Mail, respectively. Steve's paper entitled "Poison Pills after Pulse Data: The 'Unique Circumstances' Defence" was published by ISS in its Corporate Governance Review. Steve's paper entitled "Mutual Fund Governance in Canada: Recent Lessons" was the focus of articles in the Globe and Mail and Investment Executive. Steve's paper entitled "Current Legal Developments in the Mutual Fund Industry: Abuses and Governance" was presented at the Special Lectures of The Law Society of Upper Canada. Steve's paper entitled "Canadian Institutional Investor Activism in the 21st Century: The Sleeping Giants Awaken" was published by Queen's University as part of the Queen's Annual Business Law Symposium materials. Steve's paper entitled "Income Trusts: Some Legal Considerations" was extensively cited in the Bank of Canada's working paper entitled "Income Trusts--Understanding the Issues". Steve's report commissioned by the Canadian Securities Administrators entitled "Making it Mutual: Aligning the Interests of Investors and Managers--Recommendations for a Mutual Fund Governance Regime for Canada", referred to by the press as a "landmark report on fund governance", was utilized by the Canadian Securities Administrators in establishing a mutual fund governance regime for Canada. The forward to the report to the Financial Services Commission of Jamaica on Collective Investment Schemes and Unit Trusts states that Steve's fund governance report "contains the most in depth analysis of which we are aware on governance regimes and issues worldwide".

Steve has been interviewed by television, radio and newspaper reporters on various topics (including institutional investor activism, shareholder rights plans, investment funds, income trusts, private equity and numerous corporate governance topics (such as proxy access, majority voting, board refreshment, gender diversity, pay ratios and other compensation issues, vote buying, dual class shares and the governance of Canadian REITs)). The press have called Steve's writings "insightful" and "prescient" and have referred to Steve as "a leading governance expert", a "governance guru", "a leading practitioner in the Canadian fund industry" and one of "Canada's top M&A attorneys". In December 2016, Global Proxy Watch named Steve one of the "10 people around the world who have had the most impact on corporate governance" in 2016.