Mark advises public and private companies and financial sponsors in connection with investments, mergers, acquisitions, divestitures, unsolicited and friendly tender offers, proxy contests, complex joint ventures, public offerings and private placements of securities and restructurings. He regularly represents clients in competitive auctions, both as bidders and sellers. He also regularly advises boards of directors and special committees on corporate governance and fiduciary duties.
Representative Legal Matters
Mark has provided counsel to the following:
- Olink Holding AB (publ) in its USD 3.1 billion sale to Thermo Fisher Scientific.
- Cummins Inc. in the global carve-out and USD 316 million IPO split-off of its filtration business, Atmus Filtration Technologies Inc., with Goldman Sachs and JP Morgan Securities.
- Apollo Global Management affiliated funds in their EUR 500 million investment in European gambling and lottery company SAZKA Group.
- Brookfield Infrastructure in the sale of its 99.2% interest in Empresa de Energía de Boyacá (EBSA) to Northland Power Inc. for COP 2.665 trillion.
- Aurora Acquisition Corp. in its USD 6.9 billion de-SPAC transaction with Better HoldCo, Inc. and its PIPE financing with SoftBank and Novator Capital.
- Teranga Gold in its CDN 2.6 billion business combination with Endeavour Mining.
- Pointsbet Holdings Ltd. in its USD 393.6 million media partnership with NBC Sports and its sale of a 4.9% equity interest to NBCUniversal.
- Grupo SBF S.A. in its unsolicited offer for all of the outstanding shares of Netshoes.
- PJT Partners LP, financial advisor to the Special Committee of Credible Labs Inc., in connection with the USD 265 million acquisition by Fox Corporation.
- Grupo SBF in its USD 180 million offering of shares in a Rule 144A / Regulation S transaction.
- Spectral Medical in its offering of units consisting of one common share and one-half of one common share purchase warrant with Paradigm Capital.
- KKR and York Capital in the acquisition of 23 chemical tankers and 4 LPG carriers from Berlian Laju Tanker.
- Arcaptia in the USD 639.3 million sale of Fountains Senior Living Holdings’ 15 continuing care retirement communities to NorthStar Healthcare Income.
- Sahara India Pariwar in its USD 575 million acquisition of an interest in the hotel, retail and condominium hotel units of The Plaza Hotel from El Ad US Holding; and its joint venture with Kingdom Holding.
- Palladian Capital in the sale of National Truck Protection to Kinderhook Industries.
- Votorantim Cimentos SA in the exchange of cement plants in Brazil for Lafarge SA’s 17.28% interest in Cimentos de Portugal SGPS SA (CIMPOR).
- Linn Energy creditors in the USD 7.7 billion restructuring and the USD 530 million rights offering backstopped by certain Linn noteholders.
- ITR Concession Company (Indiana Toll Road) creditors in the USD 5.7 billion reorganization and sale to IFM Investors.
- AMR Corporation creditors in connection with the USD 11 billion merger with US Airways Group, giving the creditors control of the combined airline.
- TORM creditors in the USD 1.4 billion restructuring, including the acquisition of vessels owned by affiliates of Oaktree Capital Management.
- Teranga Gold in its unsolicited takeover bid for Oromin Exploration.
- Hudbay Minerals in its USD 555 million unsolicited takeover bid for Augusta Resource.
- Visa Inc. in its USD 19.65 billion initial public offering with JP Morgan Chase and Goldman Sachs as well as the Visa enterprise in its global reorganization to create Visa Inc.
- Tahoe Resources in the secondary offering of CAD 1 billion of Tahoe common shares held by Goldcorp.
- Primero Mining in the secondary offering of CAD 224 million of Primero common shares held by Goldcorp.
- Campbell Soup Company's designated underwriters counsel.
- Magna Entertainment Inc.'s Special Committee of the Board of Directors in connection with various transactions.
Professional Associations and Memberships
Mark has served on the following boards and committees:
- Ontario Securities Commission - Securities Advisory Committee
- Canadian Society of New York - Board
- Canadian Association of New York - Board
- AJC Westchester / Fairfield - Board
- Mount Sinai Hospital, Department of Medicine - Advisory Board
- New York~United States
- Ontario~Canada (practice outside Ontario)
- University of Chicago (LL.M.)
- University of Toronto (LL.B.)
- University of Toronto (B.A.)
- Mark has been a guest lecturer at the University of Pennsylvania Law School for the course Structuring Private Equity and Venture Capital Transactions.
- Co-author, "Guide to IPO" Harvard Law School Forum on Corporate Governance, August 10, 2023
- Speaker "The State of the M&A Market: Where are Successful Dealmakers Finding Opportunities?" The Deal Economy 2023: Predictions and Perspectives Conference June 2023
- Mark is a co-author of The IPO and Public Company Primer: A Practical Guide to Going Public, Raising Capital and Life as a Public Company (RR Donnelley).
- Co-author, "United States: SEC proposes rules for further disclosure and enhanced investor protections regarding SPACs" Baker McKenzie Client Alert, April 5, 2022
Other publications authored include:
- BA publishes further guidance on the effect of changes of ownership on PPP loans
- When Should a Board Form a Special Committee to Run the Sale of a Controlled Public Company? – published in Boardroom Briefing: Mergers & Acquisitions.
- Sellers Avoid a Tax Bite with Sponsored Spinoffs – published in Mergers & Acquisitions.
- Wielding a Club "Proliferating Club Deals Pose Special Challenges to Counsel" – published in the New York Law Journal.