Stephen I. Erlichman

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 Royal Bank Equity Partners, in 1999 Steve joined Fasken Martineau as a senior partner based in Toronto.

Steve has been counsel to senior management, boards of directors and major shareholders of public and private corporations as well as to investment dealers and advisors, commercial banks, insurance companies, mutual fund and hedge fund managers and private equity firms. 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. Steve’s regulatory practice includes dealing with securities regulators in connection with investigations, hearings and applications for relief. Steve advises clients in the investment funds industry, as well as corporate boards of directors, on governance and compliance issues as part of his corporate legal practice.

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. equity group CCMP Capital to negotiate and sign a purchase agreement and thereby become the stalking horse bidder in Eddie Bauer's Canadian bankruptcy process; acting for U.S. equity group Hicks, Muse in the $400 million acquisition (together with TD Capital and CIBC Capital) of Toronto Stock Exchange listed Persona Inc., Canada's sixth largest cable television company, by means of a going private transaction effected through a plan of arrangement; acting for the independent committee of the board of directors of BluMont Capital in connection with the going private transaction commenced by its controlling shareholder; acting for Seitel Inc. and its controlling shareholder ValueAct Capital in the hostile takeover bid for Pulse Data Inc.; acting for Middlefield Group in the design, creation and initial public offerings of numerous closed-end investment funds which raised over $2.7 billion and now trade on the Toronto Stock Exchange; and acting for the Canadian Coalition for Good Governance on an income trust governance project.

Steve has spoken and written widely. 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 and private equity). The press have called Steve's writings "insightful" and "prescient" and have referred to Steve as "a leading governance expert", a "governance guru" and "a leading practitioner in the Canadian fund industry".

Selected Experience

• Discovery 2009 Flow-Through Limited Partnership closes IPO of Units
• Uranium Focused Energy Fund raises $25.4 million in rights offering

News

• The results are in: 96 Fasken Martineau lawyers named The Best Lawyers in Canada 2010
• Stephen Erlichman comments on CCMP Capital's bid to purchase Eddie Bauer

Publications

• Trekking Cross-Border Bankruptcy Sales
• Poison Pills after Pulse Data: the "Unique Circumstances" Defence

Membership/Affiliations

• Member, American Bar Association - ABA Subcommittee on International Securities matters and ABA Subcommittee on Investment Companies and Investment Advisors
• Member, Canadian Bar Association
• Member, New York State Bar Association
• Member, Advisory Committee to the Ontario Securities Commission on Investment Funds Governance
• Member, Investment Funds Institute of Canada - Regulatory Steering Committee, Sales Communications Steering Committee and Blue Ribbon Panel (past)
• Director and former President, Harvard Business School Club of Toronto

Honours and Awards

• Steve has been named one of the leading lawyers in Canada by Lexpert and has received Martindale-Hubbell's highest rating (AV) for many years. Steve also has been named in The Best Lawyers in Canada, the PLC Cross-Border Private Equity Handbook, the PLC Cross-Border Investment Funds Handbook, Who's Who in Canadian Business and Canadian Who's Who. The press have called Steve a "rainmaker" and one of Fasken Martineau's "franchise players".