Please click here to review all panelist biographies ... - RR Donnelley

MARK MANDEL
Firm:
Title:
Address:
White & Case LLP
Partner
1155 Avenue of the Americas
New York, New York 10036-2787
Phone: 212-819-8546
Email: mmandel@ny.whitecase.com
PROFILE:
Mark L. Mandel is a partner in White & Case's Mergers and Acquisition Group and chair of the firm's
Canadian Practice Group. Mark represents parties in domestic, cross-border and global mergers and
acquisitions, financing, private equity and restructuring transactions. Mr. Mandel also regularly represents
boards of directors and special committees in connection with corporate governance and fiduciary duty
issues. For example, Mark represented the Special Committee of the Board of Directors of Magna
Entertainment Corp. from 2006 to 2009.
Mr. Mandel has been named by Euromoney's IFLR1000 publication as one of the world's leading lawyers.
Mr. Mandel has also been listed in Legal 500 USA for M&A/Private Equity/Mega-Deals.
Mark was a member of the Securities Advisory Committee of the Ontario Securities Commission for the
2008-2010 term. He has been a member of the Advisory Board of the Department of Medicine at Mount
Sinai Hospital in New York City since 2006.
Mark is a frequent speaker at conferences and seminars. For example, Mark is co-chair of the annual
Cross-Border Hot Topics Conference in Toronto and he has spoken recently at events sponsored by
organizations such as the Law Society of Upper Canada and the American Bar Association.
A sample of some of Mr. Mandel's representations include:
• Pegasus Capital in its 2011 acquisition from Casella Waste Systems of all of the outstanding capital stock of its wholly
owned subsidiary FCR and related debt and equity financing with HarbourVest Partners, MissionPoint Capital
Partners and Ares Capital;
• iPayment in its 2011 offering of $400 million in aggregate principal amount of 10.25% Senior Notes due 2018 and its $450
million senior secured credit facilities;
• iPayment Holdings in its 2011 offering of 125,000 units, consisting of $125 million in aggregate principal amount of
15.00%/15.00% Senior Notes due 2018 and 125,000 warrants to purchase common stock of Holdings;
• BofA Merrill Lynch, Morgan Stanley and UBS Investment Bank as underwriters for Campbell Soup Company's 2011 $500
million offering of 4.25% notes due 2021;
• HudBay Minerals in its 2011 acquisition of Norsemont Mining;
• HudBay Minerals in its investment in Augusta Resource Corporation;
• Invitel Holdings in the tender offer by Mid Europa Partners for all of Invitel's outstanding ADSs;
• Algonquin Power Income Fund in its business combination with Hydrogenics Corporation;
• JP Morgan, Morgan Stanley, Barclays Capital and UBS Investment Bank as underwriters for Campbell Soup Company's
January 2009, July 2009 and July 2010 note offerings;
• NSG America in the management buyout of NSG Group's Telecommunication Device division within NSG's Specialty
Glass Business line to create Go!Foton Holdings, Inc. and Go!Foton Holdings in its acquisition of Zenko;
• Avon Automotive Holdings in its 2009 refinancing and recapitalization;
• Visa Inc. in its $19.7 billion initial public offering with JP Morgan Chase and Goldman Sachs;
• The Transitional Governance Committee of Visa International Service Association and Visa Inc. in the global restructuring
of the Visa enterprise;

• HudBay Minerals Inc. in its acquisition of Skye Resources, in its proposed acquisition of Lundin Mining Corporation and in
the disposition of its interest in Ludin Mining;
• Coinmach Services in its sale to Babcock & Brown;
• Red Diamond Capital, an affiliate of Mitsubishi Corporation, in its acquisition of the automotive division of Avon Rubber;
• Pitney Bowes Inc. in the sale of its capital services external financing business to Cerberus Capital Management, in the
sale of its Imagistics leasing portfolio to a subsidiary of Rabobank and in the proposed tax-free sponsored spin-off of its
capital services external financing business with Cerberus Capital Management as the sponsor;
• Golfsmith International Holdings Inc. in its initial public offering with Merrill Lynch;
• iPayment Inc. in its going private transaction, in its senior subordinated notes offering, in its add-on acquisition of a
portfolio of merchant accounts from First Data's Merchant Services subsidiary, in its acquisition of a portfolio of agent
bank agreements and merchant accounts from First Data's Merchant Services subsidiary and in its initial public offering
with Bear, Stearns & Co.;
• iPayment Investors Inc. in its subordinated notes offering;
• BMO Nesbit Burns as financial advisor to Golden Star in its unsolicited exchange offer for IAMGold;
• NUI Corporation in its sale to AGL Resources Inc.;
• Pengrowth Energy Trust in its acquisition of Esprit Energy Trust;
• TransCanada Power L.P. in its acquisition of the ManChief and Curtis Palmer power facilities;
• Mirant Corporation in the disposition of its interest in the Coyote Springs II power plant to Avista Corporation;
• Hydrogenics Corporation in its issuance to General Motors of approximately 24% of Hydrogenics' outstanding common
shares, in its takeover bid for Stuart Energy Systems and in its initial public offering with Citigroup Global Markets;
• Bowne & Co. Inc. in its sale of BGS Companies Inc. to Lionbridge Technologies, Inc. and in its acquisition of Berlitz
GlobalNET;
• Uniphase Corporation in its acquisition of JDS Fitel;
• Intel Corporation in its acquisition of Shiva Corporation;
• IDT Corporation in its acquisition of InterExchange Inc.;
• Razorfish in its acquisition of International Integration and in its initial public offering;
• Republic Industries in the IPO spin-off of its waste business, Republic Services, with Merrill Lynch;
• Environmental Systems Products Holdings in its debt tender offer;
• Designated underwriters' counsel for Clearnet Communications in multiple registered offerings of debt and equity
securities with Morgan Stanley, RBC and TD Securities;
• The Stena group of companies in its sale of Stena Offshore N.V. to Coflexip S.A., in its offering of Stena AB senior notes
with Chase, in its acquisition of a fleet of crude and bulk carriers from the estate of Daniel Ludwig, in its offering of
Concordia Maritime AB senior secured notes with Chase and in its offering of Stena Offshore senior secured notes with
Chase;
• Mafco Consolidated Group in its reverse merger with Abex Corporation, issuance of Value Support Rights and spin-out of
Pneumo Abex Corporation;
• Capricorn Investors in its acquisition of Mrs. Fields, Hot Sam's Pretzels and The Original Cookie Company to create Mrs.
Field's Original Cookies;
• Invercel Ltda. in its investment in Movilink, a joint venture among U.S. and Colombian investors to develop trunked radio
telecommunications in Colombia; and
• UAL Corporation in its employee stock ownership plan's acquisition of 55 percent of the stock of UAL in exchange for
wage concessions and work rule changes and in its issuance of Debentures and Preferred Stock with Merrill Lynch.
Professional Associations and Memberships
Law Society of Upper Canada (legal practice outside of Ontario)
American Bar Association
International Bar Association
Publications
Co-author of "The Public Company Primer – A Practical Guide to Going Public, Raising Capital and Life
as a Public Company," published by R.R. Donnelley, 2011
When Should a Board Form a Special Committee to Run the Sale of a Controlled Public Company? –
Boardroom Briefing: Mergers & Acquisitions, Summer 2007
Sellers Avoid a Tax Bite with Sponsored Spinoffs – Mergers & Acquisitions, April 2007
Wielding a Club "Proliferating Club Deals Pose Special Challenges to Counsel" – New York Law Journal,
June 29, 2006

JAMES D. SCARLETT
Firm: Torys LLP
Title:
Partner
Address: 79 Wellington Street West, Suite 3000
Box 270, TD Centre
Toronto, Ontario, M5K 1N2 Canada
Phone: 416-865-8199
Email: jscarlett@torys.com
PROFILE:
Jamie Scarlett is a member of the firm's Executive Committee, and is co-head of the firm's Mining
and Metals Practice Group. His practice focuses on representing public companies and
investment banks on corporate finance, mergers and acquisitions and corporate governance
matters. From 1986 to 1990, Jamie was seconded to the Ontario Securities Commission, where
he acted as Legal Counsel in the Corporate Finance Branch and as Assistant to the Chairman
and the Executive Director on a variety of special projects. In 1988, he accepted the position of
Director, Capital Markets Branch. Jamie returned to private practice in the spring of 1990.
Jamie has extensive experience in planning, negotiating and implementing public market
transactions for clients and advising senior management and boards of directors on legal and
strategic matters. Jamie also has extensive experience in various forms of structured finance,
including the use of limited partnerships and income trusts. In addition, Jamie has experience as
a director of, or corporate secretary to, boards of directors of public companies.
Recognitions
Lexpert/Thomson Canada’s Canadian Legal Lexpert Directory 2009, 2010 and 2011—Most
frequently recommended practitioner in corporate commercial law, corporate finance and
securities, income funds and M&A
Chambers & Partners’ Chambers Global: World’s Leading Lawyers for Business, The Client’s
Guide 2008, 2009, 2010 and 2011—Leading lawyer in corporate/M&A
Lexpert/American Lawyer's Guide to the Leading 500 Lawyers in Canada 2008, 2009, 2010 and
2011—Leading lawyer in corporate commercial law, corporate finance and securities, income
funds and in M&A
Lexpert's Cross-Border Guide to the Leading U.S./Canada Cross-Border Corporate Lawyers in
Canada 2009 and 2010—Leading cross-border practitioner in corporate finance and securities
and M&A
Woodward White’s Best Lawyers in Canada 2009, 2010 and 2011—Leading lawyer in M&A,
project finance and securities

Law Business Research’s Who’s Who Legal: Canada 2010—Leading lawyer in capital markets
Practical Law Company’s Which Lawyer? Yearbook 2009 and 2010—Leading lawyer in capital
markets: debt and equity; recommended in corporate/M&A
Law Business Research’s Who’s Who Legal, The International Who’s Who of Business Lawyers
2008, 2009 and 2010—Leading lawyer in capital markets
Woodward White’s Best Lawyers in Canada 2009 and 2010—Leading lawyer in corporate, M&A
and securities
Legal Media Group/Euromoney's IFLR1000 The Guide to the World's Leading Financial Law
Firms 2008 and 2009—Leading lawyer in capital markets
Real Time News' LawDay 2009—Leading lawyer in corporate law
Lexpert/Thomson Canada’s Canadian Legal Lexpert Directory 2008—Most frequently
recommended practitioner in corporate/commercial law, corporate finance and in M&A
Thomson/Carswell's Guide to the Leading U.S./Canada Cross-Border Corporate Lawyers in
Canada 2008—M&A
Practical Law Company’s Which Lawyer? Yearbook 2007—Leading lawyer in equity capital
markets; recommended in corporate/M&A
Legal Media Group’s Guide to the World’s Leading Capital Markets Lawyers 2006—Leading
Canadian lawyer
Lexpert/Thomson Canada’s Guide to the Top 100 Industry Specialists in Canada 2006—Leading
lawyer in corporate finance
Lexpert/Thomson Canada’s Guide to the 100 Most Creative Lawyers in Canada 2006—Leading
lawyer in corporate, corporate finance and M&A

DANIEL BARCLAY
Firm:
Title:
Address:
BMO Financial Group
Managing Director, Head of Canadian M&A
100 King St. West, 1 First Canadian Place
Toronto, ON M5X 1H3
Phone: 416-359-4754
Email: Daniel.Barclay@bmo.com
PROFILE:
Daniel is a Managing Director and Head of BMO Capital Markets’ Canadian Mergers &
Acquisitions Group. He has extensive capital markets and M&A experience with recent
assignments including advising Canadian Tire on its $800 million acquisition of Forzani’s,
Consolidated Thomson on its $5 billion sale to Cliffs, Woodbridge on its $2.5 billion sale of
BellGlobeMedia, Value Creation on its $1 billion joint venture with BP plc, Goldcorp on its sale of
Terrane Minerals. Other advisory projects include Tristar Energy on its $2.5 billion merger with
Petrobakken, Progress Energy on its $3.0 billion merger with Proex, BP on its integrated oil
sands and refining joint venture with Husky Energy, Canetic Energy Trust on its $5.0 billion sale
to Penn West Energy Trust, Falcon Oil and Gas on its joint venture with Exxon in Hungary,
TransAlta Power LP on its $600 million sale to Cheung Kong Infrastructure, Miramar Mining on its
$1.5 billion sale to Newmont, , Nelson Petroleum on its $2.0 billion sale to LUKOIL and EnCana
on its $1.5 billion sale of its oil pipelines. Prior to joining BMO Capital Markets in 2003, he spent a
combined 13 years in investment banking at Morgan Stanley, where he ran the Canadian Energy
Group, and at Scotia Capital, where he ran the Power Group.
Daniel has a Bachelor of Science with honours from the University of Alberta and an MBA from
the University of Calgary.

MICHAEL G. BOYD
Firm:
Title:
Email:
CIBC
Managing Director and Head of Mergers & Acquisitions
Mike.Boyd@cibc.com
PROFILE:
Michael G. Boyd, Managing Director and Head, Mergers and Acquisitions
Mr. Boyd joined CIBC World Markets in 2009 as a Managing Director and Head of Mergers &
Acquisitions.
Prior to joining CIBC, Mr. Boyd worked at Merrill Lynch Canada Inc. from 2000 – 2009 where he
was a Managing Director and, since 2004, the Head of Mergers & Acquisitions. Prior to joining
Merrill Lynch, Mr. Boyd was a Managing Director in the Mergers & Acquisitions group at BMO
Nesbitt Burns Inc. Mr. Boyd has also worked as a strategy consultant at the Boston Consulting
Group.
During his 16-year investment banking career, Mr. Boyd has acted as an advisor to many of
Canada’s leading companies on a wide range of transactions including major acquisitions,
divestitures, reorganizations and takeover defenses..
Mr. Boyd received his Bachelor of Business Administration (Honours) from Saint Francis Xavier
University and Masters of Business Administration degree from the Wharton School of the
University of Pennsylvania. He also holds his Chartered Accountant’s designation and is a
member of the Canadian Institute of Chartered Accountants.

PETER BUZZI
Firm:
Title:
Address:
Phone:
Email:
RBC Capital Markets
Managing Director & Co-Head, M&A
Royal Bank Plaza, 200 Bay Street
Toronto, ON M5J 2W7
peter.buzzi@rbccm.com
PROFILE:
Peter Buzzi is a Managing Director and Co-Head of the Mergers and Acquisitions department.
Peter joined RBC Capital Markets in 1986 and has advised numerous Canadian and international
companies on a broad range of merger and acquisition transactions with particular emphasis on
public takeovers and mergers, financial restructurings and fairness opinions and related party
transactions. Peter has recently advised, among others, Potash on its successful takeover
defense, Canwest on its ongoing financial restructuring, Nova Chemicals on its sale to IPIC and
Dofasco on its acquisition by Arcelor.
Peter has a B.A.Sc. in Systems Design Engineering from the University of Waterloo and an MBA
from the Harvard Business School. Peter is a member of the firm’s Canadian Investment
Banking Management Committee and is Chairman of the firm’s Canadian Opinion Review
Committee.

IAN CUILLERIER
Firm:
Title:
Address:
White and Case LLP
Partner
1155 Avenue of the Americas
New York, NY 10036-2787
Phone: 212 819 8200
Email: icuillerier@whitecase.com
PROFILE:
Ian Cuillerier is a partner at White & Case LLP, New York. His practice focuses on derivatives
and structured products. He regularly advices investment and commercial banks,
dealers, insurance companies, credit enhancement providers, funds and corporate users of
derivatives, with a particular focus on the over-the-counter market. He negotiates, documents,
structures and develops derivatives in a broad spectrum of complex physical and financial
transactions including derivatives-linked securities, commodity transactions (including energy,
metals, oil and gas, and emission credits), bespoke structured products and rate, credit, fixed
income and currency derivatives. He also regularly negotiates prime brokerage and securities
lending arrangements. In addition, he counsels domestic and foreign entities in the laws and
regulations applicable to derivatives in the United States. Mr. Cuillerier is admitted to practice in
New York, Massachusetts and the Province of Quebec. He graduated from the Richard Ivey
School of Business Administration of the University of Western Ontario with an Honours Business
Administration degree in 1991. In 1995, he graduated from the Faculty of Law of McGill University
with BCL and LLB degrees.

SHARON GERAGTHY
Firm:
Title:
Address:
Torys LLP
Partner
79 Wellington Street West, Suite 3000, Box 270, TD Centre
Toronto, ON M5K 1N2
Phone: 416-865-8138
Email: sgeraghty@torys.com
PROFILE:
Sharon Geraghty practises in the areas of mergers and acquisitions, corporate governance and
securities law. She has led domestic and cross-border acquisitions, takeover bids and
amalgamations in both the public and private markets. She regularly acts for multinational
corporations in a wide range of industries, including two of Canada's leading financial institutions,
one of the world's largest global asset managers focused on property, power and infrastructure
assets, and one of Canada's largest communications and media companies. Sharon also
regularly advises companies, directors and shareholders on corporate governance and securities
compliance matters.
Recognitions
Lexpert/Thomson Canada’s Canadian Legal Lexpert Directory 2011—Most frequently
recommended practitioner in corporate commercial law, corporate finance and securities and
M&A; repeatedly recommended in private equity
Chambers & Partners’ Chambers Global: World’s Leading Lawyers for Business, The Client’s
Guide 2008, 2009, 2010 and 2011—Leading lawyer in corporate/M&A
Lexpert/American Lawyer's Guide to the Leading 500 Lawyers in Canada 2010 and 2011—
Leading practitioner in corporate commercial law, corporate finance and securities and in M&A
Law Business Research’s Who’s Who Legal, The International Who’s Who of Business Lawyers
2011—Leading lawyer in M&A
Lexpert's Cross-Border Guide to the Leading U.S./Canada Cross-Border Corporate Lawyers in
Canada 2009 and 2010—Leading cross-border practitioner in M&A
Woodward White’s Best Lawyers in Canada 2008, 2009, 2010 and 2011—Leading lawyer in
corporate and M&A
Law Business Research’s Who’s Who Legal: Canada 2010—Leading lawyer in capital markets
and M&A
Lexpert/Thomson Canada’s Canadian Legal Lexpert Directory 2010—Most frequently
recommended practitioner in corporate commercial law and M&A; consistently recommended
in corporate finance and securities; repeatedly recommended in private equity
Practical Law Company’s Which Lawyer? Yearbook 2010—Recommended Canadian lawyer in
corporate/M&A

Lexpert/Thomson Canada’s Canadian Legal Lexpert Directory 2009—Most frequently
recommended practitioner in corporate/commercial law; consistently recommended in M&A
and in private equity; repeatedly recommended in corporate finance and securities
Real Time News' LawDay 2009—Leading lawyer in M&A, corporate and securities
Lexpert/American Lawyer's Guide to the Leading 500 Lawyers in Canada 2009—Leading
practitioner in M&A
Legal Media Group/Euromoney's IFLR1000 The Guide to the World's Leading Financial Law
Firms 2008 and 2009—Leading lawyer in M&A
Lexpert/Thomson Canada’s Canadian Legal Lexpert Directory 2008—Consistently recommended
practitioner in corporate/commercial law and in private equity; repeatedly recommended in
corporate finance and in M&A
Memberships
UBC Dean’s Advisory Committee, National Centre for Business Law
Major Gifts Cabinet, United Way of Greater Toronto

ALEX GRAHAM
Firm: Morgan Stanley
Title:
Canadian Investment Banking, Managing Director
Address: 181 Bay St Suite 3700
Toronto, ON M5J 2T3
Phone: 416-943-8424
Email: Alex.Graham@morganstanley.com
PROFILE:
• Alex Graham joined Morgan Stanley in Canada in 2006 where he advises a diversified group
of clients in the following sectors: Telecom & Media, Consumer & Retail, Industrials &
Transportation and Governments.
• Alex began his investment banking career in New York with Salomon Brothers Inc (now
Citigroup) in 1986. Relocating to the UK in 1991, he was made head of European Equity
Capital Markets (ECM) for Salomon Brothers in 1994. Subsequently Mr. Graham headed
ECM for BT Alex. Brown International and Donaldson, Lufkin & Jenrette International both in
London.
• From 2002 until joining Morgan Stanley, Mr. Graham headed the #1 market share Healthcare
and Consumer ECM business for Citigroup in New York.
• A native of Ottawa, Alex graduated from the Richard Ivey School of Business (University of
Western Ontario) in 1989, (MBA – with distinction) and from Trinity College (University of
Toronto) in 1984 (BA).
• Prior to becoming an investment banker, Alex worked for the Rt. Hon. John N. Turner, former
Prime Minister of Canada (1984-1985)

STEPHEN HALPERIN
Firm: Goodmans LLP
Title:
Partner
Address: Bay Adelaide Centre, 333 Bay Street, Suite 3400
Toronto, ON M5H 2S7
Phone: 416.597.4115
Email: shalperin@goodmans.ca
PROFILE:
Steve Halperin is a partner and member of the Executive Committee and co-chair of the
corporate securities group at Goodmans. His practice has for many years been focused upon
transactional corporate and securities law, with particular emphasis on domestic and international
corporate finance, mergers and acquisitions and corporate governance matters. Between late
2007 and early 2009, Steve acted as lead counsel to the Pan-Canadian Investors Committee for
Third Party Asset Backed Commercial Paper, which initiated and successfully implemented the
$32 billion restructuring of that market.
Steve was described by International Financial Law Review as “one of the most experienced and
respected M&A counsel in Canada”; was one of six lawyers profiled as “elite mergers and
acquisitions lawyers” in The National Post (Canada); and one of seven lawyers profiled as the
“Top M&A Lawyers in Canada” in The Daily Deal (USA). He is one of four Canadians designated
as “star performer” (highest rating) in Corporate/M&A in the past five annual editions of Chambers
Global Guide to the World’s Leading Lawyers (UK) which has described him as “universally
acknowledged to operate at the very top level”, a “go-to guy, particularly for complex, larger scale
corporate finance and M&A” and “as good as it gets in Canada”. He was selected by Lexpert as
one of Canada’s “Top 30 Corporate Dealmakers” and one of Canada’s 100 Most Creative
Lawyers”. He has also consistently received the highest rating in various fields of corporate and
securities law in several Canadian and international survey based rating services.
In 2010, Steve was selected by Euromoney as one of the 25 leading capital markets lawyers in
the world, and by Best Lawyers in Canada as the top corporate governance lawyer in Toronto.
Steve has developed particular expertise in significant cross border M&A and similar strategic
transactions involving Canadian targets and foreign investors/acquirors, both negotiated and
unsolicited. Examples of clients for which Steve has led Goodmans’ representation in such
transactions include:
• Norilsk Nickel (Russia) in its initially unsolicited, and ultimately board-supported, $6.8 billion
acquisition of LionOre Mining International;
• TOTAL S.A. (France) in its initially unsolicited and subsequently board approved $1.5 billion
acquisition of UTS Energy;
• Fortress Investment Group (USA) in its negotiated $2.8 billion acquisition of Intrawest;
• Royal Group Technologies, in responding to Cerberus’ unsolicited acquisition proposal and
its subsequent negotiated $1.7 billion acquisition by Georgia Gulf (USA);
• Avion Group (Iceland) in its unsolicited bid for, and successful $500 million acquisition of,
Atlas Cold Storage;

• British Telecom PLC (UK) in its two strategic investments in major Canadian
telecommunications companies for ($2 billion);
• Battle Mountain Gold Company (USA) in its $2 billion merger with Hemlo Gold Mines Inc.
He has also led Goodmans’ teams in numerous high profile domestic M&A transactions,
including: Schneider-Maple Leaf-Smithfield; Diamond Fields – Falconbridge-Inco;
Abitibi-Consolidated – Donohue; Hummingbird – Open Text; Mackenzie Financial Corporation –
CI Fund Management – Investors Group; ZENON Environmental - General Electric; (Goodmans’
client in italics).
Steve is also a member of the bars of, and has practiced in, Quebec and Alberta. A past member
of the Securities Advisory Committee appointed by the Ontario Securities Commission (“OSC”),
he is currently a member of the OSC’s Senior Securities Lawyers Advisory Group. He has held
several public company directorships and is currently a director of Cott Corporation. He is also a
governor and member of the Resources Committee of Mount Sinai Hospital and has been active
in various community and charitable organizations.
Steve has a strong commitment to legal education. He taught Advanced Corporate and Securities
Law at the University of Toronto Law School for seven years and has lectured at several other
Canadian law schools, and presented major papers on corporate and securities law topics at the
Law Society’s Special Lectures; Meredith Memorial Lectures (McGill University); and Queen’s
Annual Business Law Symposium.
Education
Concordia University, B.A. (Hons), 1972
McGill University, BCL, 1975
McGill University, LL.B., 1978
Professional Affiliations
Bar Associations of Quebec, Alberta and Ontario

CLAY HORNER
Firm:
Title:
Address:
Osler, Hoskin & Harcourt LLP
Partner
100 King Street West, 1 First Canadian Place
Suite 6100, P.O. Box 50
Toronto ON M5X 1B8
Phone: 416- 862-6590
Email: chorner@osler.com
PROFILE:
Clay, a nationally and internationally recognized leading advisor for mergers and acquisitions in
Canada, is Chair of the firm. He has extensive experience in counselling senior management and
Boards of Directors of leading public and private corporations. Clay has acted on many significant
transactions with U.S. and international law and investment banks, particularly in regard to the
expansion or divestment by international businesses of their Canadian interests. He was lead
counsel to the “Wise Persons’ Committee” appointed to recommend the best securities regulatory
system for Canada and, as a former managing partner of the New York office, has worked
extensively in cross-border acquisitions, divestitures and financing. Clay was recently named by
The International Who’s Who as one of the Top 10 Most Highly Regarded Individuals in the World
(only Canadian). Clay is a former sessional lecturer and has spoken to legal and business
audiences internationally.
Notable Matters
• The London Stock Exchange in its proposed merger with TMX Group
• Equinox Minerals in its offer for Lundin, response to Minmetals bid and acquisition
agreement with Barrick
• Kinross Gold in its business combination with Red Back Mining.
• Goldcorp in connection with the sale of its controlling interest in Terrane to Thompson
Creek Minerals.
• Addax Petroleum in connection with its acquisition by Sinopec International Petroleum
Exploration and Production Corporation.
• IPSCO Inc. in its sale to SSAB of Sweden.
• Telus Inc. in its participation in the sale process for BCE Inc.
• Kinross Gold in its acquisition of Aurelian Resources.
• Lundin Mining in its proposed business combination with HudBay Minerals Inc.
• Placer Dome Inc. in the unsolicited offer by and acquisition by Barrick Gold Corporation.
• China National Petroleum Corporation International in its acquisition by plan of
arrangement of Petrokazakhstan.
• Glamis Gold Corp. in its agreement to combine with Goldcorp.
• Torstar Corporation in connection with its agreement to sell its interest in
CTVglobemedia to BCE Inc.
• Special Committee of the Board of Directors of Lafarge North America in the offer by
Lafarge S.A. to acquire the 46.8% minority held stake.
Affiliations
• Law Society of Upper Canada
• Canadian Bar Association

• University of Toronto Law School, Past President of Alumni Association
Industry Recognition
• The International Who’s Who of Mergers and Acquisitions Lawyers 2011 – One of the
Top 10 Most Highly Regarded Individuals in the World (only Canadian)
• The Best Lawyers in Canada - 2011: Toronto Securities Lawyer of the Year and
2010: Toronto Corporate Lawyer of the Year
• Chambers Global: The World’s Leading Lawyers for Business 2011 : Corporate/M&A
– Tier 1
• The Best Lawyers in Canada 2011 : Corporate Law; Mergers and Acquisitions Law;
Securities Law
• The Canadian Legal Lexpert Directory 2010: Corporate/Commercial; Corporate
Finance; Mergers & Acquisitions
Publications/Events/Education
• Where Were the Directors? Clay Horner provided staff assistance to The Toronto Stock
Exchange Committee on Corporate Governance in Canada which published this final
report in December 1994. The landmark report established guidelines for improved
corporate governance in Canada.
Pro Bono/Community Work
• Action Canada, Past Chairman, Board of Directors
• Holland Bloorview Kids Foundation, Member, Board of Directors
• The Bishop Strachan School, Member, Board of Governors
• Woodbine Entertainment Group, Vice-Chairman of the Board of Directors
• Toronto Board of Trade, Advisory Council Member

JEFF LLOYD
Firm:
Title:
Address:
Blakes, Cassels & Graydon LLP
Partner
199 Bay Street, Suite 4000, Commerce Court West
Toronto ON M5L 1A9
Phone: 416-863-5848
Email: jeff.lloyd@blakes.com
PROFILE:
Jeff Lloyd is a Partner in the Securities Group and a member of the Firm's Executive Committee.
His practice focuses on mergers and acquisitions and corporate finance.
Jeff has advised purchasers, target companies, vendors and financial advisers on a wide variety
of public and private mergers and acquisition transactions. He has also acted for issuers and
underwriters on public offerings and private placements of equity and debt securities. In both the
M&A and corporate finance areas, Jeff has acted for corporations and income trusts in a wide
range of industries, including mining, consumer products, financial services and power
generation, and for private equity and investment funds. He also provides corporate governance
and securities law advice as counsel to several public companies, income trusts and investment
funds.
M&A and Reorganizations
• Class A shareholders of MI Developments Inc. in connection with the elimination of MI
Developments' dual class share structure and the associated sale of its racing and
gaming business
• Macquarie Power and Infrastructure Corporation in connection with internalization of all
management functions formerly performed by Macquarie Group
• BHP Billiton on its US$40-billion offer to acquire Potash Corporation of Saskatchewan
• Macquarie Power & Infrastructure Income Fund on its acquisition, with Macquarie
European Infrastructure Fund II, of a portfolio of district heating operations in Sweden for
approximately C$300-million
• Kinross Gold Corporation on its US$370-million acquisition of the Dvoinoye deposit and
Vodorazdelnaya property in Russia
• Orvana Minerals Corp. on its successful unsolicited take-over bid for Kinbauri Gold Corp.
• Kinross Gold Corporation on its US$250-million acquisition of the Lobo-Marte gold project
in Chile from Teck Cominco Limited and Anglo American plc
• Sprott Resource Corp. on the sale of its interest in PBS Coals Limited to OAO Severstal
• Macquarie Power & Infrastructure Income Fund on its C$225-million acquisition of Clean
Power Income Fund
• Kazakhmys PLC on its C$290-million acquisition of Eurasia Gold Inc.
• Associated Brands Income Fund on the sale of its operating subsidiaries to a fund
managed by TorQuest Partners Inc.
• Kinross Gold Corporation on its US$3.1-billion acquisition of Bema Gold Corporation
• Teck Cominco Limited on its US$16.5-billion offer to acquire Inco Limited
• Belron International Limited on its acquisition of Apple Auto Glass, Speedy Auto Glass
and related businesses

• Macquarie Power & Infrastructure Income Fund on its acquisition of the Leisureworld
long-term-care business
• Financial advisers to target companies in numerous M&A transactions
Corporate Finance
• Issuers and underwriters in more than 40 public offerings and private placements of
common shares, trust units and debentures in recent years, including most recently as
counsel to:
o Genworth MI Canada Inc. on its public offerings of C$150-million of debentures
in December 2010 and C$275-million of debentures in June 2010
o Macquarie Power & Infrastructure Income Fund on its C$60-million private
placement of trust units
o Genworth Financial, Inc. and Genworth MI Canada Inc. on the C$950-million IPO
of Genworth MI Canada
o Underwriters on numerous public offerings led by BMO Nesbitt Burns Inc.,
National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc.,
TD Securities Inc. and UBS Securities Inc.
Advisory
• Various public companies, income trusts and investment funds on corporate and
securities compliance matters, including with respect to preparation of continuous
disclosure documents, preparation for and conduct of shareholders meetings and
corporate governance matters.
Jeff has written and spoken extensively on a wide variety of securities and corporate law topics,
including on matters relating to mergers and acquisitions, continuous disclosure requirements
and public offerings. Jeff is the North American regional representative of the Securities Law
Committee of the International Bar Association. He was named as one of Canada's "Top 40: 40
and Under 40" in 2004 by Lexpert magazine and has been recognized in:
• Chambers Global: The World's Leading Lawyers for Business in the areas of
corporate/mergers and acquisitions and mining
• Law Business Research's The International Who's Who of Mergers & Acquisitions
Lawyers
• The Canadian Legal Lexpert Directory in the areas of corporate finance and securities as
well as mining
• IFLR1000: The Guide to the World's Leading Financial Law Firms
• Woodward White's The Best Lawyers in Canada in the areas of corporate law, securities
law, mergers and acquisitions, and corporate governance
• Legal Media Group's Guide to the World's Leading Capital Markets Lawyers
• PLC Cross-border Capital Markets Handbook
• PLC Cross-border Corporate Governance and Directors' Duties Handbook

VINCENT MERCIER
Firm:
Title:
Address:
Davies, Ward, Phillips & Vineberg LLP
Partner
1 First Canadian Place, 44th Floor
Toronto ON Canada M5X 1B1
Phone: 416.863.5579
Email: vmercier@dwpv.com
PROFILE:
Vince Mercier is a partner in the Mergers & Acquisitions, Corporate Finance & Securities,
Corporate/Commercial, Financial Restructuring & Insolvency, Structured Finance, Energy and
Communications & Media practices.
Vince has extensive experience in all aspects of public company mergers and acquisitions,
including hostile takeover bids, private equity acquisitions, negotiated merger transactions and
special committee processes. He has also been involved in a number of restructurings of
insolvent companies.
Vince has been counsel on a number of public offerings, securitization transactions and
innovative transactions, such as the spin-off of Sherritt International by way of rights offerings and
the financing and construction of the bridge between New Brunswick and Prince Edward Island.
Representative Work
• Acted for Shaw Communications Inc. in its $2 billion acquisition through Companies’
Creditors Arrangement Act proceedings of the conventional and specialty television
business of Canwest Global Communications Corp., now known as Shaw Media.
• Acted for Reuters Corporation in its $17.6 billion combination with the Thomson
Corporation using the first dual listed company structure in Canada.
• Acted for Agricore United in the $1.8 billion hostile offer from Saskatchewan Wheat Pool
that ultimately led to the creation of Viterra Inc., Canada's largest grain company.
• Acted for Schlumberger in its joint acquisition with First Reserve of Saxon Energy
Services in a deal worth $700 million.
• Acted for the Special Committee of Retirement REIT in conducting the strategic review
process that resulted in its sale to the Canadian pension fund PSP Investment Board.
• Acted for PetroKazakhstan in the strategic review process that led to its sale for US$4.18
billion to the Chinese state-owned corporation, China National Petroleum Corporation
(CNPC).
• Acted for Wheaton River in its $2.4 billion merger with Goldcorp.
• Acted for the Special Committee of Intier in connection with the proposed going private
transaction by Magna International.
• Acted for Clarica Life Insurance in connection with its merger with SunLife Financial.
• Acted for the Special Committee of Hollinger Inc. in connection with matters relating to
Hollinger International.
Recognition
• Recognized in the IFLR 1000's Guide to the World's Leading Financial Law Firms as a
leading lawyer in Mergers & Acquisitions.

• Recognized in the Lexpert® Guide to the Leading US/Canada Cross-Border Corporate
Lawyers in Canada and the Lexpert®/American Lawyer Guide to the Leading 500
Lawyers in Canada in the area of Mergers & Aquisitions.
• Selected by Lexpert® magazine in 2002 as one of Canada's top 40 under 40 lawyers.
• Recognized by the Canadian Legal Lexpert® Directory as a consistently recommended
practitioner in Corporate/Commercial, Corporate Finance, Corporate Mid-Market and
M&A law.
• Recognized in The Best Lawyers in Canada® as a leading practitioner of Corporate Law
and Mergers & Acquisitions Law.
• Recognized by PLC Which lawyer? Yearbook as a highly recommended lawyer in
Corporate/M&A.
• Recognized by Chambers Global's The World's Leading Lawyers for Business and
Leaders in their Field in the area of Corporate/M&A.
• Recommended as a Corporate Finance, M&A and Joint Ventures lawyer by Global
Counsel 3000.
• Recognized in Law Business Research's Who's Who Legal: Canada as a leading
business law practitioner in the area of Mergers & Acquisitions.
Articles and Publications
Vince was involved in writing "Flash: OSC Releases Decision on Timely Disclosure of Merger
Transactions". In 2008, the Ontario Securities Commission released its much anticipated
decision in the matter of AiT Advanced Information Technologies Corporation, Bernard Jude
Ashe and Deborah Weinstein relating to the timing of disclosure of merger discussions. The case
was followed closely by M&A practitioners because of concerns that the OSC decision might
significantly change established market practice regarding the timing of disclosure of merger
negotiations.
Teaching Engagements
Vince has taught securities law at the University of Western Ontario.
Speaking Engagements
Vince is a frequent speaker at conferences on mergers and acquisitions.

BRIAN PUKIER
Firm:
Title:
Address:
Stikeman Elliott LLP
Partner
5300 Commerce Court West, 199 Bay Street
Toronto, ON M5L 1B9
Phone: 416 869 5567
Email: bpukier@stikeman.com
PROFILE:
Brian Pukier is a partner in Stikeman Elliott’s Corporate Group in Toronto and the head of the
Toronto office’s Public Mergers & Acquisitions (M&A) Group. His practice is focused primarily on
securities transactions with an emphasis on cross-border M&A, corporate finance transactions,
complex corporate reorganizations and public policy. He has extensive experience in counselling
senior management and the boards of directors of leading public and private corporations. Mr.
Pukier has also advised on a large number of merchant banking and private equity investments.
He has worked in both the Budapest and Hong Kong offices of Stikeman Elliott.
Mr. Pukier is listed and recognized in the following publications:
• The 2010 Lexpert/American Lawyer’s Guide to the Leading 500 Lawyers in Canada for
M&A.
• The Canadian Legal Lexpert Directory 2010 in the areas of Corporate Commercial Law,
Corporate Finance and Securities, M&A, and Private Equity. He was also recognized as
one of the top "40 Corporate Lawyers to Watch" and as one of Canada’s “Top 40
Lawyers Under Age 40”.
• The 2011 Chambers Global’s The Guide to the World’s Leading Lawyers for Business as
a recommended lawyer for Corporate/M&A and in 2006 was recognized as a “future
superstar” in the Corporate/M&A field.
• IFLR1000’s The Guide to the World’s Leading Financial Law Firms 2010 as a leading
lawyer in M&A.
• The 2010 PLC Which Lawyer? as recommended in Corporate/M&A.
• The Best Lawyers in Canada 2011 in the areas of Corporate and M&A Law.
• The 2010 Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in
Canada in the area of M&A.
• PLC’s Cross-border Mergers & Acquisitions Handbook 2009/10.
• The 2008 Legal Media Group’s Guide to the World’s Leading M&A Lawyers.

DAVID SILK
Firm:
Title:
Address:
Wachtell, Lipton, Rosen & Katz
Partner
51 West 52nd Street
New York, NY 10019
Phone: 212.403.1256
Email: dmsilk@wlrk.com
PROFILE:
David M. Silk joined Wachtell, Lipton, Rosen & Katz in 1988 and became a partner in the
corporate department in 1995. His practice focuses on hostile and negotiated merger and
acquisition transactions, private equity transactions, corporate governance, proxy contests,
restructurings, joint ventures and securities laws. He represents public and private companies
and private equity funds in a wide variety of industries.
Mr. Silk’s recent assignments include representation of a consortium of private equity buyers in
connection with their acquisition of Intelsat, representation of Intelsat in its subsequent acquisition
of PanAmSat and in connection with its sale to an investor group led by BC Partners;
representation of The Home Depot in connection with the sale of HD Supply; representation of
MoneyGram in connection with its recapitalization transaction involving an investor group led by
TH Lee; representation of Morgan Stanley in connection with its acquisition of Transmontaigne;
and representation of Constellation Brands in connection with its acquisitions of Mondavi and
Vincor.
Mr. Silk is a graduate of the University of Pennsylvania School of Law, where he was a member
of the editorial board of the University of Pennsylvania Law Review and the Order of the Coif. He
has lectured frequently on transactional topics and has served as an adjunct faculty member at
the University of Pennsylvania Law School, teaching a course on mergers and acquisitions. Mr.
Silk is a member of the Board of Advisors of the Institute for Law and Economics.