Kathleen M. Ritchie

Kathleen Ritchie is a partner in Gowling WLG's Toronto office. She serves as head of Toronto's Business Law Department and is the past leader of the firm's Corporate Finance, M&A and Private Equity Group (2010-2013). She practises securities and corporate law, and has over 20 years of experience advising on public and private M&A and corporate finance transactions, as well as securities regulatory and corporate governance matters.

Kathleen is known by her clients and colleagues for approaching her work with a great deal of intensity, integrity and loyalty. She is a strategic and innovative thinker, and thrives on solving problems and "getting the deal done."

Kathleen is a past member of the Ontario Securities Commission's 12-member Securities Advisory Committee and has acted as lead counsel to the Canadian Securities Transition Office on the transactional aspects of the transition from the current system of provincial and territorial securities regulators to a cooperative capital markets regulator within Canada.

Kathleen's M&A practice involves providing advice on mergers, acquisitions and divestitures, including takeover and issuer bids, plans of arrangement and asset sales, for both public and private companies. Kathleen has been involved in several MI 61-101/related-party transactions, including as counsel to special committees. She is ranked in The Best Lawyers in Canada in the area of M&A.

Kathleen's corporate finance practice includes acting on behalf of public companies in public offerings and private placements of both equity and debt securities, including bought deal financings and shelf prospectuses. She has extensive experience relating to the creation and acquisition of royalties and streams within the mining industry, having acted for a leading gold royalty and streaming company, as well as mining issuers. She is (or has been) ranked in Who's Who Legal: Mining, Who's Who Legal 100 - Energy & Natural Resources, Lexpert Leading Canadian Lawyers in Global Mining, the Canadian Legal Lexpert Directory and in The Best Lawyers in Canada in the area of Mining.

Kathleen also advises public companies on securities regulatory requirements, including disclosure requirements, stock exchange and related requirements (in particular equity compensation plans and dividend reinvestment plans), regulatory reviews and investigations of disclosure/trading and matters relating to shareholder meetings, including proxy contests. She is ranked in The Best Lawyers in Canada in the area of Securities.

Kathleen's corporate governance experience includes advising boards of directors and management, including for not-for-profit organizations, on corporate governance structures, policies, best practices, as well as external rankings, executive and board compensation, stakeholder activism, shareholder rights plans, and officer and director liability. She is a long-standing member of the Institute of Corporate Directors.

Associations professionnelles

  • American Bar Association
  • Canadian Bar Association
  • Institute of Corporate Directors
  • International Bar Association
  • Ontario Bar Association

Kathleen co-authored the Canadian chapter on "Trends & Developments" and "Law & Practice" in Chambers' inaugural Legal Practice Guides: Corporate M&A 2013. Kathleen also co-authored "Alternative Financing Methods for Mineral Projects" in the Summer 2013 issue of Canadian Mining Magazine, "Defensive Tactics Developments in Canada" in the September 2013 issue of the International Bar Association's North American Regional Forum News and "Canadian Private Equity Transactions: A Review" in Getting the Deal Through - Private Equity 2014. Kathleen is also a contributor to the "Shareholder Meetings" chapter of CCH's Ultimate Corporate Counsel Guide.

Kathleen has also authored and co-authored numerous firm bulletins, including:

  • Where are the women? New disclosure for TSX-listed issuers (October 2014);
  • Significant changes to proposed early warning reporting amendments (October 2014);
  • Proposed Bid Amendments (September 2014);
  • CSA Publishes Proposed National Policy for Proxy Advisory Firms (May 2014);
  • Corporate Governance Update: Canadian Developments and Trends (March 2014);
  • Corporate Finance Update: Canadian Developments for 2014 (January 2014);
  • "Every Vote Should Count - But Only Once: CSA Publishes Proxy Voting Consultation Paper" (August 2013);
  • "Canadian Rights Plan Reform: Will Shareholders Feel Better in the Morning after Swallowing this Pill?" (March 2013);
  • "Proposed Amendments to Canada's Early Warning Reporting Regime" (March 2013);
  • "Short Tips for Preparing for the 2013 Proxy Season in Canada" (January 2013);
  • "TSX Rules on Director Elections" (October 2012);
  • "Amendments to Executive Compensation Disclosure Requirements" (October 2011);
  • "A National Securities Regulator for Canada - One Step Closer" (May 2010);
  • "Patheon and JLL - Identical Consideration and Collateral Benefits - The Line Gets Brighter" (October 2009);
  • "TSX Amends Public Company Acquisition Rules" (September 2009);
  • "NEO Material Technologies Inc. and Pala Investments Holdings Limited - "Just Say No" Comes to Canadian M&A (Maybe)" (September 2009);
  • "Launch of Canadian Securities Regulator Transition Office Announced" (June 2009);
  • "TSX Issues Staff Notice on Financial Hardship Exemption" (April 2009);
  • "Dilutive Business Combinations in Canada - Part II" (April 2009);
  • "New Executive Compensation Disclosure Requirements Come into Force on December 31, 2008" (October 2008);
  • "OSC Policy on Defence for Misrepresentations in Forward-Looking Information" (October 2008);
  • "Expanded Material Contract Filing Obligations Come Into Effect on March 17, 2008" (March 2008);
  • "Weinstein - AiT M&A Disclosure Case: Standard Practices Confirmed (January 2008)";
  • "Public Filing Requirements of Material Contracts has Implications for Public and Private Companies" (June 2005);
  • "Update on Canada's Governance Standards" (November 2004);
  • "Canada's Response to Sarbanes-Oxley" (July 2003); and
  • "Amendments to the Ontario Securities Act: Ontario's Response to Sarbanes-Oxley" (April 2003).

Kathleen is also the Editor of the firm's Guide to Public M&A in Canada and a contributor to the Securities Law and Corporate Governance chapter of the firm's guide to Doing Business in Canada. Kathleen also serves on the Editorial Board of the firm's Corporate Finance, M&A, Securities & Capital Markets newsletter (MarketCaps).

In the past, Kathleen has presented on various corporate governance, continuous disclosure and M&A-related topics, including:

  • Co-chairing Federate Press' 3rd M&A Agreements course and presenting on "Representations & Warranties";
  • At Osgoode's M&A Skills Boot Camp 2015 on "What's Market? Highlights from Recent Deals and Studies";
  • At Federated Press' 2nd Securities Compliance for Mining course on "Public Mining Company Directors' and Officers' Duties";
  • At Federated Press' 2nd M&A Agreements course on "Representations & Warranties";
  • For the Association of Corporate Counsel (ACC) on "Corporate Governance and the Role of the GC";
  • For the Association of Corporate Counsel (ACC) on "Tips & Traps of Preliminary Agreements";
  • For the Canadian Corporate Counsel Association (CCCA) on the topics of best practices for corporate secretaries and corporate governance;
  • At the Women's Executive Network (WXN) "Introduction to Women on Boards" workshop on directors' duties and liabilities;
  • At Chubb's Executive Women's Forum on "An Introduction to Corporate Governance";
  • At the Law Society of Upper Canada (LSUC) "12 Minute Securities Lawyer" conferences on the topics of corporate governance, the role of the audit committee and civil liability for secondary market disclosure;
  • At Infonex's Internal Controls Conference on the topic of civil liability for secondary market disclosure;
  • At the Ontario Life Sciences Council's "Strong Boards Build Strong Companies" conference on the topic of corporate governance; and
  • At Gowlings' client seminars on "New Executive Compensation Disclosure Requirements" and "Navigating Your Board and Management through the New Civil Liability Regime."

Each year since 2003, Kathleen has presented at the TSX Venture Exchange's "Rules & Tools Workshop - Corporate Governance Made Simple" seminars on the topics of corporate governance and executive compensation.

Mandats représentatifs

Highlights of Kathleen's M&A transactional work over the past five years include:

  • Acting as lead counsel to the Canadian Securities Regulation Regime Transition Office on the transactional aspects of the transition from the current system of provincial and territorial securities regulators to a cooperative capital markets regulator within Canada
  • Acting as lead counsel to Franco-Nevada Corp. in connection with its $1-billion stream financing of Inmet Mining's Cobre Panama project
  • Acting as lead counsel to Franco-Nevada Corp. in connection with its $1-billion acquisition of Gold Wheaton Gold Corp.
  • Acting as lead counsel to the special committee of the board of directors of Gerdau Ameristeel Corp. in connection with its $1.6-billion acquisition by Gerdau S.A.