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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

Client Work

  • 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

News

Publications

  • 20 Questions Directors Should Ask About Special Committees, Second Edition, 12/1/2012
  • Take-Over and Issuer Bids, 1/1/2006
  • Board Meetings and Other Board Communication: The Pitfalls...and How to Avoid Them, 1/1/2006
Article 20 Questions Directors Should Ask About Special Committees, Second Edition
Article Take-Over and Issuer Bids
Article Board Meetings and Other Board Communication: The Pitfalls...and How to Avoid Them

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
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

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