Shareholders' Agreements

Unanimous shareholder agreements
Terrence R. Burgoyne

Minority shareholder protection
Martin Langlois

The latest in shareholder disputes and remedies: Litigating & resolving shareholder disputes
Harry C.G. Underwood

Tax issues in shareholder's agreements
David Muha

Customizing shareholder's agreements to maximize protection and avoid problems
John Sypnowich

Panel discussion: Best practices in drafting and negotiating unanimous shareholder's agreements
Martin Langlois

Martin Langlois is a partner practising corporate law in the firm's Toronto office, focusing on domestic and cross-border mergers and acquisitions, financings (VC and private equity) and corporate finance transactions, primarily in the technology sector. He has been recognized by Lexpert, the Canadian legal directory, as a leading practitioner in the Technology Law sector. He is a member of the American Bar Association, the Canadian Bar Association, the Computer Law Association and is a Fellow of the Intellectual Property Institute of Canada (IPIC). Internally, he is involved in the firm's M&A/Negotiated Transactions practice group, the VC and Private Equity practice group and the Technology and Outsourcing practice group.

Terry Burgoyne is a senior partner in the firm's Corporate Practice Group. For six years, Terry served as Managing Partner of the firm, with responsibility for business strategy and client relationship management, and as a member of the firm's Executive Committee.

Terry advises leading Canadian and international companies in executing complex, multijurisdictional transactions. He has over two decades of business law experience, principally in public and private M&A, cross-border transactions and professional services businesses.

Terry has also practised with the firm's office in London, England.

Professional Affiliations:
Canadian Bar Association (Ontario), Corporate Law Committee (committee member)
Canadian Bar Association, Canadian Corporate Counsel Section (associate member)
American Bar Association, Business Law Section (associate member)
The Law Society of England and Wales

Representative Work:
Following are some examples of transactions on which Terry has acted:
The sale of A&P Canada to Metro Inc.
TD Bank's proposed sale of TD Waterhouse US to Ameritrade and its proposed acquisition of Ameritrade Canada
Deloitte & Touche Canada in a transaction with Arthur Andersen Canada in which approximately 1,000 former Canadian Andersen partners and employees joined Deloitte & Touche LLP
A number of acquisitions in the North American travel industry
Acting for the largest Canadian courier company
Complex corporate engineering as part of a number of significant tax driven financing structures
Imasco/BAT
The merger of MetroNet Communications with AT&T Canada
The proposed merger of Bank of Montreal and Royal Bank of Canada
The sale of the Diversey unit of The Molson Companies to Unilever
A major North American strategic alliance in the brewing industry

Articles and Presentations:
"Negotiating and Drafting Major Business Agreements" (Insight, December 1999 - Conference Chair).
"Shareholder Agreements" (Insight, November 1997).
"Negotiating and Documenting a Joint Venture Agreement" (Infonex, July 1995).
"Buying and Selling a Business: Documenting the Transaction" (Insight, June 1994).
Instructor of the Negotiation Unit of the Bar Admission Course (Ontario).

Chris Germanakos (chris.germanakos@mcmbm.com) is a partner at McMillan Binch Mendelsohn where he has practiced corporate law for over 18 years. Chris's practice focuses on mergers and acquisitions, private equity investments, joint ventures and other complex business transactions. He represents a number of public and private corporations, both domestic and foreign, in connection with their business activities in Canada. Chris's transactional experience includes numerous private equity transactions representing entities such as Kilmer Capital Fund, Borealis Private Equity and Connell Limited Partnership; chairing the firm's Energy Group and acting for distributors, generators, and others in the energy sector; acting on public/private infrastructure transactions; and leading transaction teams on negotiated transactions in the financial institutions, pharmaceutical, consumer products, forestry, funeral and cemetery and automotive sectors. Chris serves on the board of directors of a number of companies and acts as honorary solicitor on a pro bono basis for Boys and Girls Clubs of Canada. He was called to the Ontario Bar in 1988 and holds an LL.B. from Queen's University (1986) and a B. Comm. from the University of Toronto (1983)

Krista Hill practises corporate and securities law, with an emphasis on mergers and acquisitions, corporate finance, public/private partnerships and privatizations. She also practises in the energy and power area and is a member of Torys' Energy and Power Practice Group. She has participated in many large mergers, acquisitions and divestitures in Canada in recent years.

Miss Pennycook's practice includes syndicated loan transactions, infrastructure and project financings, public-private partnership transactions, corporate reorganizations, public and private debt and equity offerings for issuers and private equity investors, M&A, derivative products and property development joint ventures and financings. Recent transactions include: Trizec's acquisition by Brookfield by plan of arrangement; several equity bridge credit facilities, financings for the BC Canada Line (RAV) project and Sea-to-Sky project; Durham Courthouse infrastructure project; revolving and term facilities for Fortis Inc.; debenture offerings by various Canadian corporations, universities and school boards; MTN offerings in Canada and the US; secured bond and MTN offerings by GTAA and by 407 International; property development transactions for Graywood Developments. Chair, Committee for Review of the Commodity Futures Act (Ontario). Lauded as world-class and national leading lawyer by Martindale-Hubbell, Chambers Global, Euromoney, Lexpert/American Lawyer Media. Called to Alberta and Ontario Bars (1981; 1985).

John Sypnowich is Vice-President and General Counsel at Emergis Inc. Prior to joining Emergis Inc., he occupied a number of legal positions within the BCE group, most recently as Assistant General Counsel, Bell Canada. Prior to joining the BCE Group, he was in private practice in Montreal. A member of the Quebec Bar, he has considerable experience in the corporate, commercial and information technology fields. Emergis is an IT leader in Canada that focuses on the health and financial services sectors.

Harry Underwood is a partner in McCarthy Tétrault LLP's Litigation Section in Toronto. In 25 years of practice, he has acted as lead counsel in many trials and appeals before the courts of Ontario, the Federal Court of Canada and the Supreme Court of Canada. He has also appeared before various administrative tribunals and is experienced in arbitration proceedings under both domestic and international law regimes. His particular concentration is complex commercial disputes, including securities, corporate law and banking and insolvency matters. He appears in the 2005 Canadian Legal Lexpert Directory, a guide to the leading law firms and practitioners in Canada, as a leading lawyer in the

David Muha is a partner in the Tax Group of the Toronto office of Stikeman Elliott. David's practice is focussed on tax planning and tax litigation. As part of his tax litigation practice, David has represented a number of individuals and corporations in disputes with the Canada Revenue Agency, and in tax litigation proceedings in the Tax Court of Canada, the Federal Court of Appeal and the Ontario Superior Court of Justice. David's clients include a number of groups who are advancing "test cases" through the tax courts. David also practices both personal and corporate tax planning, with a focus on corporate finance and mergers and acquisitions.

Professional Activities:
David is a member of the Law Society of Upper Canada, the Canadian Bar Association and the Canadian Tax Foundation.

Education: University of Victoria Law School (LL.B. 1997), University of Western Ontario (B.A. 1994).

Bar Admission: Ontario, 1999