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William Orr Toronto Lawyer

William K. Orr

Counsel Fasken
Boards often form special committees to minimize the risk that a decision is affected by personal or secondary interests.
Jurisdiction Ontario, 1978
Language(s) English
Office(s) Toronto, Montréal
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Overview

William K. Orr focuses his practice on corporate governance in acting for boards of directors and independent committees of boards. He is highly experienced in securities regulation involving multi-national transactions in Canada, the US, the UK and beyond.

Bill is recognized in Canadian and international directories for his extensive experience in public and private financings, private placements, takeover bids, M&A, going-private transactions, corporate governance, restructurings, and stock exchange and securities enforcement issues.

In addition to boards and independent committees of boards, these clients include public companies, investment dealers and institutional investors.

Bill has taught securities regulation and business law at Queen's University, Osgoode Hall Law School, McGill University and the University of Toronto. He co-authored a book, Private Placements in Canada, which was published by Carswell in 1985.

Achievements

  • Recognized in the Canadian Legal Lexpert Directory as Repeatedly Recommended in Corporate Commercial Law, Canadian Legal Lexpert Directory 2019 to 2026
  • Recognized in the Canadian Legal Lexpert Directory as Repeatedly Recommended in Corporate Finance & Securities, Corporate Mid-Market and Mergers & Acquisitions, Canadian Legal Lexpert Directory 2010 to 2026
  • Recognized in Corporate Governance Practice, Corporate Law, Mergers and Acquisitions Law, and Securities Law in Toronto, The Best Lawyers in Canada 2006 to 2026
  • Recognized in the Canadian Legal Lexpert Directory in Private Equity, Lexpert 2021 to 2025
  • Recognized nationwide as an Expert Consultant in M&A; Financial Services and Investment Management, IFLR 1000 2018 to 2025
  • Recognized as Recommended in Corporate Governance and M&A and Governance, Lexology Index 2021 to 2025
  • Recognized in Corporate/Commercial in Ontario, Chambers Canada 2016 to 2023
  • Recognized as a Thomson Reuters Stand-out Lawyer (formerly known as Acritas Star™ lawyer), Thomson Reuters stand-out lawyers 2019 to 2022
  • Recognized nationwide in Canada in Corporate/M&A, Chambers Global 2020 to 2021
  • Recognized for Mergers and Acquisitions, Who's Who Legal Canada 2018 to 2019

Experience

  • Aphria announces successful takeover bid defence, [Deal - Aphria Inc.], On January 23, 2019, Green Growth Brands (“GGB”) launched a hostile bid (the “GGB Bid”) to acquire all of the outstanding common shares of Aphria (“Aphria”). On February 6, 2019, Aphria filed and mailed its directors’ circular recommending that Aphria shareholders reject the GGB Bid. On April 15,...
  • Exxon acquires InterOil for US $2.5 billion, [Deal - InterOil], On February 22, 2017 Exxon completed the acquisition of InterOil Corporation (NYSE) by way of a Plan of Arrangement. Under the terms of the transaction, ExxonMobil acquired all of the outstanding common shares of InterOil, and InterOil shareholders received 0.5459 shares of ExxonMobil for each In...
  • Capstone Infrastructure sells its 50% interest in Bristol Water to iCON Infrastructure Partners III, [Deal - Capstone Infrastructure Corporation (acting for the Special Committee)], On December 15, 2016 Capstone Infrastructure Corporation (TSX: CSE.PR.A) announced the completion of a transaction with its parent entity, ICON Infrastructure Partners III, L.P., to sell its 50% interest in Bristol Water for £115.6 million. This transaction provides a number of benefits for Capst...
  • Norbord and Ainsworth to merge in deal valued at over C$750 million, [Deal - Ainsworth Independent Committee], On December 8, 2014, Norbord Inc. (Norbord) and Ainsworth Lumber Co. Ltd. (Ainsworth) announced that they have signed a definitive agreement to merge. Under the terms of the agreement, Norbord will acquire all outstanding common shares of Ainsworth in an all-share transaction in which Ainsworth s...
  • Glencore to acquire Viterra in US$6.1 billion deal, [Deal - Viterra Inc.], On March 20, 2012, Glencore International plc ("Glencore") (LSE:GLEN)(HKSE:805) and Viterra Inc. ("Viterra") (TSX:VT)(ASX:VTA) announced the signing of an agreement pursuant to which Glencore has agreed to acquire all of the issued and outstanding shares of Viterra for C$16.25 per share in cash b...
  • MKS completes plan of arrangement with Parametric Technology, [Deal - MKS Inc. (Independent Committee)], On May 31, 2011, MKS Inc. (TSX:MKX) announced the completion of the previously announced statutory plan of arrangement pursuant to which Parametric Technology Corporation acquired all of the outstanding common shares of MKS at a price of $26.20 per share in cash. With the completion of the arrang...
  • Samuel Manu-Tech completes going private transaction, [Deal - Samuel Manu-Tech Inc. (Special Committee)], On September 9, 2010, the shareholders of Samuel Manu-Tech Inc. (TSX - SMT) overwhelmingly passed a special resolution to approve the amalgamation of the company with a wholly-owned subsidiary of Samuel, Son & Co. Limited. Following the meeting, the amalgamation was completed and the company beca...
  • Magna completes $1.1 billion plan of arrangement to eliminate dual-class share structure, [Deal - Magna International Inc. (Special Committee)], On August 31, 2010, Magna International Inc. (TSX: MG.A, NYSE: MGA) announced that it had completed its plan of arrangement to eliminate Magna's dual-class share structure and that Magna's common shares would commence trading under the symbol 'MG' on the Toronto Stock Exchange at the start of tra...
  • Northland Power Income Fund closes US$161 million offering of trust units and convertible debentures, [Deal - CIBC], On October 15, 2009, Northland Power Income Fund (TSX:NPI.UN) announced the closing of its previously announced public offering of Trust Units and 6.25% convertible unsecured subordinated debentures, series A, due December 31, 2014. The group of underwriters, led by CIBC, exercised its over-allot...

Career & Education

Education

  • LLB Osgoode Hall Law School at York University
  • BA University of Toronto

Community involvement

Bill has served on a number of community and charitable boards of directors, including:

  • President, Family Service Association of Metropolitan Toronto
  • Chair, Board of Trustees, Trinity College, University of Toronto
  • Chair, Board of Directors, Dellcrest Children's Centre
  • Member, College of Electors of the University of Toronto
  • Director and Honourary Counsel, The Duke of Edinburgh's Award – Young Canadians Challenge

Memberships & Affiliations

  • ICD.D designation from the Institute of Corporate Directors
  • Board of Directors, Institute of Corporate Directors

Events

  • Managing a Special Committee Process, 6/7/2018
  • CSR Breakfast Seminar Series, 10/15/2013
  • Special Committees: Bulletproofing Your Process, 2/26/2013
  • Securities and Mergers & Acquisitions Annual Seminar 2013, 2/7/2013
  • The Canadian Pacific Railway Proxy Contest: Outlier or Trend?, 11/28/2012

News

  • Fasken Wins Labour and Employment Law Firm of the Year in the 2019 Best Lawyers in Canada Guide, 8/21/2018
  • Lexpert Highlights Fasken lawyers in Special Edition on Corporate law, 4/27/2018
  • The 2018 Canadian Legal Lexpert Directory recognizes 200 Fasken lawyers, 4/12/2018
  • Chambers Global 2018 recognizes 54 Fasken lawyers in 19 practice areas firm-wide, 2/19/2018
  • Forty-Seven Partners and Eleven Practice Areas listed by IFLR 1000 Financial and Corporate 2017, 10/17/2017
  • Fasken Martineau Wins Mining Law Firm of the Year in the 2018 edition of Best Lawyers in Canada Guide, 8/22/2017
  • Fasken Martineau receives Band 1 rankings in four practice areas in Chambers Global 2017, 3/20/2017
  • Who’s Who Legal: Canada 2016: 68 Fasken Martineau lawyers ranked, 11/4/2016
  • Twenty-eight Fasken Martineau lawyers recognized in IFLR1000 2016 Financial and Corporate Law Firm Rankings, 10/19/2016
  • Chambers Canada 2017 Guide recognizes 83 Fasken Martineau lawyers and names us “Employment Law Firm of the Year”, 10/3/2016

Publications

  • 20 Questions Directors Should Ask About Special Committees, Second Edition, 12/1/2012
  • Board Meetings and Other Board Communication: The Pitfalls...and How to Avoid Them, 1/1/2006
  • Take-Over and Issuer Bids, 1/1/2006
  • CEO/CFO Certification and "Whistle Blowing", 1/1/2004
  • International Due Diligence, 1/1/1999
  • The Sale of Public Company Control Block Securities, 1/1/1996
  • Offering Memoranda, 1/1/1993
  • Private Placements in Canada, 7/15/1985
  • Canadian Securities Regulation, 1/1/1984
Article 20 Questions Directors Should Ask About Special Committees, Second Edition
Article Board Meetings and Other Board Communication: The Pitfalls...and How to Avoid Them
Article Take-Over and Issuer Bids

Speaking Engagements

  • Managing a Special Committee Process, 6/7/2018
  • Mergers and Acquisitions: Emerging Strategies and Regulatory Issues, 10/6/2014
  • Special Committees: Bulletproofing Your Process, 10/30/2013
  • Mergers and Acquisitions: Emerging Strategies and Regulatory Issues, 10/3/2013
  • A new era for defence measures in Canada?, 5/7/2013
  • Mergers and Acquisitions: Emerging Strategies and Regulatory Issues, 9/27/2012
  • Dialogue with the Regulators: Perspectives on Securities Commission and Stock Exchange Requirements in M&A, 10/20/2010
  • Mergers & Acquisitions - Emerging Strategies and Regulatory Issues, 10/13/2010
  • Canadian Securities Regulation Course, 5/17/2010
  • Board Meetings and Communications: Common Problems and Pitfalls, 1/19/2009
Speaker Managing a Special Committee Process Fasken Toronto Symposium (8th Edition) location location Toronto, ON
Mergers and Acquisitions: Emerging Strategies and Regulatory Issues The Intensive Course in Canadian Securities Law and Practice, Osgoode Professional Development location location Toronto
Special Committees: Bulletproofing Your Process Directors Source Webinar Series, Chartered Professional Accountants of Canada location location Toronto