Ralph Shay | Fraser Milner Casgrain LLP

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Ralph Shay LL.B., M.B.A., B.Sc., Partner

Ralph heads the firm’s Securities Law Group in Toronto. He has a broad corporate and securities practice, encompassing corporate finance, capital markets, mergers and acquisitions, regulatory issues and corporate governance.

Ralph has served as both a Vice President of the Toronto Stock Exchange and Director of Take-over Bids, Mergers and Acquisitions at the Ontario Securities Commission. In addition to his management and regulatory responsibilities at the TSX and OSC, he was litigation counsel in a number of the leading cases in Canadian securities law.

Ralph is a frequent speaker at continuing education conferences on securities law and corporate governance, both in Canada and internationally, and has written several published papers and commentaries on those subjects. He has been recognized by the International Financial Law Review as a leading lawyer in mergers and acquisitions, Lawday as a leading lawyer in Canada in securities law and mining law, Canadian Who’s Who and Who’s Who in Canadian Business.

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Representative Work

Canadian counsel to US Gold Corporation on its acquisition by statutory plan of arrangement of Minera Andes Inc. with a transaction value at the time of closing of approximately CDN $1.4 billion for the combined company, which was renamed McEwen Mining Inc. (NYSE; TSX: MUX), 2012

Counsel to Adamus Resources Limited with respect to its $313 million combination by way of a scheme of arrangement with Endeavour Mining Corporation

Counsel to the Special Committee of the Board of Directors of St. Eugene Mining Corporation Limited in the acquisition by Claude Resources Inc. of St. Eugene Mining Corporation Limited by way of a plan of arrangement

Counsel to the Special Committee of Augen Gold Corp. with respect to the unsolicited take-over bid and subsequent approximately $63 million supported offer by Trelawney Mining and Exploration Inc.

Counsel to Stillwater Mining Company in connection with its US$487 million acquisition of Peregrine Metals Ltd. by way of a plan of arrangement

Publications

"Update on Take-over Bid Defensive Tactics Law and Regulation in Canada – The Securities and Corporate Disconnect Continues", Securities Source – Securities Law Newsletter, Westlaw Canada, December 2011

"Fairness Opinions and Related Party Transactions: The Canadian Perspective", Journal of Business Valuation, Canadian Institute of Chartered Business Valuators, 2011, Volume 1

"The Lions Gate Poison Pill Case – British Columbia Breaks Ranks with Alberta and Ontario", Securities Source – Securities Law Newsletter, Westlaw Canada, July 2010

"Take-over Defences and Directors’ Fiduciary Duties – Can National Policy 62-202 and the BCE Decision Live Side by Side?", Securities Source – Securities Law Newsletter, Westlaw Canada, December 2009

"In Alberta and Now Ontario: There Comes a Time When a Poison Pill Gets to Stay", Securities Source – Securities Law Newsletter, Westlaw eCarswell, June 2009

Prior Speaking Engagements

"Securities Litigation Update", Recent Developments in Business Law, Canadian Bar Association, Quebec Branch, Montréal, 2012

"Recent Issues and Opportunities for Foreign Direct Investment in Resource Companies", Mining Law & Regulation, The Commons Institute, Toronto, 2012

Course Leader and Speaker, "Intensive Course in Securities Law and Practice", The Canadian Institute, Toronto, 2011

"All Things Canadian: Capital Raising and Dual Listings", DealFlow Media, web seminar, 2011

"Current Legal Issues in Canadian Mergers and Acquisitions", Association of Corporate Counsel, Ontario Chapter, Toronto, 2011

"Recent Securities Law Decisions of Note from the Ontario Courts and Ontario Securities Commission", Canadian Bar Association, Quebec Securities Law Subsection, Montréal, 2010 and 2011

"Key Legal Issues in M&A Transactions", Canada-China Advanced M&A Program, Chinese Securities Regulatory Commission, Securities Association of China and Canadian Securities Institute, Toronto, 2010

"Fairness Opinions in Related Party Transactions – the Canadian Perspective", Business Valuation Conference, American Society of Appraisers and Canadian Institute of Chartered Business Valuators, Miami, Florida, 2010

“A Step-By-Step Guide to Navigating the M&A Minefield”, Mergers & Acquisitions for the Mining Industry, The Canadian Institute, Toronto, 2008

Course Leader and Speaker, Intensive Course in Securities Law & Practice, The Canadian Institute, Toronto and Calgary, 2008

Conference Co-Chair and Speaker, M&A Skills Summit, Federated Press, Toronto, 2008, 2009, 2010

Guest Commentator, IIROC-DeGroote Luncheon Lecture Series on Market Structural Issues, Toronto, 2008

“Securities Law and Corporate Governance – It’s Not Only Disclosure”, McMaster World Congress, Hamilton, Ontario, 2008

“Fundamentals of Securities Law in Canada”, Interactive Forum, Securities Superconference, The Canadian Institute, Toronto, 2007 and 2008

“Fundamentals of Securities Regulation”, Intensive Course in Securities Law & Practice, The Canadian Institute, Vancouver, 2007

“State-of-the-Art Deal Protection Strategies”, Mergers and Acquisitions: New Threats and Opportunities, The Conference Board of Canada, Toronto, 2007

Special Guest Speaker, “Contested Mergers and Take-over Bids”, The Intensive Course in Canadian Securities Law and Practice, Osgoode Professional Development, Toronto, 2006

“Understanding the Requirements of Securities Regulators on Both Sides of the Border”, Advanced Forum on Mergers & Acquisitions, The Canadian Institute, Toronto, 2006

“Navigating Securities Regulatory Requirements”, The Advanced Legal and Business Guide to Mergers & Acquisitions, Osgoode Professional Development, Toronto, 2006

“Securities Compliance During M&A: What Should You Disclose and When”, Securities Compliance, Federated Press, Toronto, 2005

“The Impact of New Regulatory Developments”, Advanced Conference on Mergers and Acquisitions, The Canadian Institute, Montréal, 2004

“M&A Developments – the Regulators’ Perspective”, International Mergers and Acquisitions Conference, International Bar Association, London, England, 2004

“Regulatory Developments”, Mergers & Acquisitions: Leading Players – Leading Deals, Insight Information Co., Toronto, 2004

“M&A in Canada”, Institute on Corporate, Securities and Related Aspects of Mergers and Acquisitions, UCLA School of Law, Los Angeles, 2004

“Mergers and Take-Overs: The Shifting Roles and Responsibilities of Shareholders and Directors”, Securities Superconference, The Canadian Institute, Toronto, 2004

“The Stock Exchange – The Effects of Demutualization”, Commentator, Conflicts of Interest in Capital Market Structures, Queen’s University Annual Business Law Symposium, Kingston, Ontario, 2003

“M&A: Key Developments and A New Look at Governance Issues”, Securities Superconference, The Canadian Institute, Toronto, 2003

“Why Regulate Takeovers – Collateral Benefits”, International Takeovers Regulators Conference, Takeovers Panel of Australia, Melbourne, Australia, 2002

“Regulatory Approaches and Issues”, Institute on Mergers & Acquisitions: Corporate, Securities & Related Aspects, University of Miami School of Law, Miami, Florida, 2002

“Take-over Bids and Mergers”, Securities Law Practitioners’ Conference, Langdon Hall, Cambridge, Ontario, 2001-2005

“Recent Developments in Corporate Finance and M&A Regulation”, Securities Lawyers Conference, Mont Tremblant, Quebec, 2001

“Regulatory Issues”, New Directions in Mergers and Acquisitions, The Law Society of Upper Canada, Toronto, 2001

Conference Chair and Moderator, Directors’ and Officers’ Liability, The Canadian Institute, Toronto, 2001

Conference Co-Chair and Moderator, Securities Superconference, The Canadian Institute, Toronto, 2000, 2001, 2002

“Ontario Securities Commission: Jurisdiction and Enforcement”, Commentator, Selected Topics in Corporate Litigation, Queen’s University Annual Business Law Symposium, Kingston, Ontario, 2000

“Securities Regulation: New Developments”, In-House Counsel Congress, The Canadian Institute, Toronto, 2000

“Public Company Disclosure: Potential Liabilities and Risk Management for Directors and Officers”, Canada – U.S. Securities Regulation, Current and Emerging Issues in Cross-border Regulatory Compliance, Infonex, Toronto, 1999

“Securities Compliance for Public Companies”, Corporate Compliance – Latest Techniques and Best Practices, Insight Information Co., Toronto, 1999