Stephen Erlichman has practiced corporate and securities law throughout his career at major law firms in New York and Toronto. Steve has been counsel to senior management, boards of directors and shareholders of public and private corporations in various industries, and has advised investment dealers, commercial banks, insurance companies, private equity firms and managers of mutual funds, pension funds and hedge funds.
In his transaction based practice, Steve advises on public and private acquisitions, including private equity investments, as well as reorganizations, public offerings, private placements and structuring innovative financial products, often leading large multi-disciplinary teams on these mandates. He also advises directors and management of corporations, pension funds and investment funds on governance and compliance issues as part of his corporate legal practice. As one of the very few practicing lawyers in Canada with both corporate governance and investment fund governance expertise, Steve is able to provide clients unique and specialized advice on governance matters.
Steve was the Executive Director of the Canadian Coalition for Good Governance (CCGG) from 2011 to June 2018. CCGG’s members consist of pension funds and other institutional investors across Canada which collectively have approximately $4 trillion of assets under management. As CCGG’s longest serving Executive Director, Steve: developed and implemented CCGG’s strategy; created and debated public policy positions in relation to corporate governance and environmental and social (ESG) issues in Canada and internationally; was CCGG’s public spokesperson; led over 85 private ESG engagement meetings between CCGG and directors of public companies across Canada; interacted with CCGG's institutional investor members across Canada; and advanced CCGG’s international outreach. Steve is at the forefront of the major corporate governance issues in Canada and the world, and has the pulse of the institutional investor community, as a result of his role at CCGG and his continued involvement in ESG matters.
Policies published by CCGG under Steve’s leadership include The Directors’ E&S Guidebook, Proxy Access Policy, Director Compensation Policy, Empty Voting Position Statement, Stewardship Principles, PSU Position Statement, Governance of Canadian REITs and Other Public Income Trusts, Board Gender Diversity Policy, Universal Proxy Policy, Shareholder Involvement in the Director Nomination Process Policy, Dual Class Share Policy, Building High Performance Boards (update), Executive Compensation Principles (update), and Best Practices for Proxy Circular Disclosure (annual updates).
Representative mandates led by Steve include:
Acted for numerous U.S. private equity groups as well as strategic buyers to acquire companies in Canada
Acted for the Government of Canada in creating the Canada Investment Fund for Africa, a $200 million private equity fund which invests in Africa
Acted for various managers to create open-end mutual funds, closed-end funds and ETFs, including acted for Middlefield Group in the design, creation, initial public offering and listing on the Toronto Stock Exchange of numerous closed-end investment funds which raised over $4 billion.
Steve has written and spoken widely, including: writing op-ed pieces on corporate governance issues that were published in The Globe and Mail and in the National Post; writing articles on securities topics that were published in the Special Lectures of the Law Society of Upper Canada, the Queen’s Annual Business Law Symposium and other publications; and giving speeches on governance and corporate/securities topics at events hosted by universities, think tanks and other organizations. The press have called Steve’s writings “insightful” and “prescient”. Steve’s report "Making it Mutual: Aligning the Interests of Investors and Managers--Recommendations for a Mutual Fund Governance Regime for Canada" (PDF), which was commissioned by the Ontario Securities Commission, was referred to by the press as a "landmark report on fund governance" and utilized by the Canadian Securities Administrators in establishing an investment fund governance regime for Canada.
Steve has been interviewed by television, radio and newspaper reporters on many corporate and securities topics. Steve has been referred to as “a leading governance expert,” a “leading practitioner in the Canadian fund industry" and one of “Canada’s top M&A attorneys”. Global Proxy Watch named Steven one of the "10 people around the world who have had the most impact on corporate governance" in 2016.
Rankings and Awards
Steve has been named one of the leading lawyers in Canada by Lexpert and has received Martindale-Hubbell's highest rating (AV Preeminent) for many years. Steve also has been named for many years in Best Lawyers in Canada, the Practical Law Company's Cross-Border Private Equity Handbook, the Practical Law Company's Cross-Border Investment Funds Handbook, Who's Who in Canadian Business, Canadian Who's Who and IFLR1000.