At Fogler, Rubinoff, we believe that making a difference begins with trust. Experience and sound judgment earn it. Client relationships are built on it. Results keep it.

Gary F. Kissack*

Partner

t: 416.365.3735 f: 416.941.8852 gfkissack@foglers.com
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*Services provided through a professional corporation

PROFILE

Gary has extensive experience working as a lawyer and advisor in various industries. He practices in a number of areas of business law, including mergers and acquisitions, private equity and venture capital, capital markets and securities, corporate finance, energy and technology. He regularly advises Canadian and international companies, underwriters, investors and professional advisors on a range of transactions, including IPO’s, private placements, RTO’s, mergers, acquisitions and divestitures, corporate governance, compensation programs, private equity, venture capital, partnerships, joint ventures and reorganization transactions. He has managed many legal teams on significant, complex transactions.

Gary also acts as Senior Counsel to Maurice Law, a leading national law firm specializing in aboriginal law with a particular focus on land claims negotiations, aboriginal and treaty rights advocacy, and consultations with government and industry. Gary provides advice on major commercial and industrial developments and impact benefit agreements throughout Canada, including in respect of infrastructure, energy transmission, renewable energy generation, logistics and transportation projects.

Gary has been a member of the Board of Directors of a number of publicly-traded and private corporations in various industries. Currently, he is a director of 01 Communique Laboratory Inc., a publicly-traded wireless technology company. He has sat on various committees of these Boards, including the Audit and Risk Management Committee, Corporate Governance Committee (Chair) and Compensation and Human Resources Committee. As a result of his legal training and past involvement in various private businesses as an investor, owner and operator, he is actively sought out as a sounding board by his clients on both legal and business matters.

Representative Work

Mergers and Acquisitions

  • Represented a private investment group in the $9 million acquisition of a crushing and grinding plant, mineral deposits and intellectual property.
  • Represented a public wind farm developer in the $30 million strategic investment by an international private equity firm.
  • Represented a private distributor of power generation systems for the CHP, biogas, syngas and other markets in the strategic investment by an international co-generation equipment designer and manufacturer.
  • Represented a private developer of roof-top and ground-mounted solar projects in a strategic partnership with an investment group and a First Nation.
  • Represented a public media and entertainment company in a $1 billion merger.
  • Represented a public forest products company in a $400 million strategic acquisition.
  • Represented a private investment group in a $380 million acquisition of a retail clothing chain.
  • Represented a private investment dealer in a merger with a Canadian financial institution.
  • Represented many private and public vendors, purchasers and investors in connection with asset and share purchase transactions, subscriptions, shareholder and other agreements in the retail, technology, manufacturing, media and entertainment, resource and other sectors.

Corporate Finance and Securities

  • Represented a private financial services company in various private placements of convertible debt and equity.
  • Represented a private distributor of pre-paid gift cards and credit cards in various private placements of convertible debt and equity.
  • Represented a U.S.-based financial institution on the mezzanine and senior debt financings in connection with the approx. $1 billion bid for a Canadian discount goods retailer.
  • Represented a U.S.-based financial institution on the mezzanine and senior debt financings in connection with the approx. $2 billion bid for a Canadian telecommunications company.
  • Represented a public manufacturer, distributor and retailer of office furniture in its $140 million initial public and secondary offering and listing on the TSX.
  • Represented the underwriters in a $68 million initial public and secondary offering of subordinate voting shares and listing on the TSX by a Canadian clothing retailer.
  • Represented the underwriters in a $50 million initial public offering of common shares and listing on the TSX by a Canadian on-line retailer of books and other products.
  • Represented a public REIT in over $1 billion in equity and debt financings, including its initial public offering and listing on the TSX.
  • Represented many issuers and underwriters in over $2 billion in equity private placements and prospectus offerings for companies in the retail, technology, manufacturing, media and entertainment, resource and other sectors.
  • Represented sponsors and investors on the formation of various private equity funds and the investment by those funds in portfolio companies.

First Nations

  • Represented a First Nation in the negotiation of a partnership with a private sector utility to co-own a $250 million solar project.
  • Represented a consortium of First Nations in the negotiations of a partnership with a private sector utility to build, own and operate over $1 billion in energy transmission lines.
  • Represented a consortium of First Nations in the negotiations of a partnership with a private sector utility and a private engineering, procurement and construction firm to build, own and operate a $1.5 billion hydro-electric generating station.
  • Represented a consortium of First Nations in the negotiations of a partnership with a private engineering, procurement and construction firm to build a $500 million energy transmission line.
  • Represented many First Nations in the negotiation of various contracting and investment opportunities, including pursuant to rights under impact benefit and similar agreements.

Speaking Engagements and Articles

  • Workshop: Legal and Tax Immunity, October 13, 2016
    Speaker, Ontario First Nation Economic Forum
  • The EDIP Platform – Supporting First Nations Sovereignty and Financial Independence, June 1, 2016 Speaker, 3rd Annual Indigenous Trust and Investment Conference and Annual General Meeting, Toronto
  • Challenges in Building Wealth for First Nations, March 15, 2016 Speaker, Society of Trust and Estate Professionals Winnipeg
  • The EDIP Platform: Supporting First Nations Sovereignty and Financial Independence, February 18, 2016 Speaker, 2016 AFOA Canada National Conference
  • The EDIP Platform: Bringing Innovation & Best Practices to Establish and Grow Your Economic Development and Investment Portfolio, October 28, 2015 – Speaker, 22nd Annual National Conference and AGM
  • Trust Workshop: Economic Development Groups, November 20, 2014  - Speaker, 2014 AFOA Ontario Annual Conference
  • Equity Partnerships: Select Legal and Business Issues, February 25-27, 2014 - Speaker, 2014 AFOA Canada National Conference
  • From Consultation to Partnerships: Select Legal and Business Issues, December 2013 - Speaker, Insight Conference, 7th Annual Aboriginal Energy Forum
  • Understanding Impact and Benefit Agreements and Industry and First Nation Relationships, July 29-30, 2013 - 2013 OWA Conference
  • Aboriginal Ownership of Renewable Energy Generation and Transmission Assets, March 2013 - Fogler Rubinoff LLP Client Seminar.
  • Logistics Opportunities with First Nations: Select Legal and Business Considerations, October 2012 - 2012 Transportation Conference.
  • Leveraging the Duty to Consult and Accommodate into Tangible Business Opportunities on Major Projects, December 2010 - Maurice Law Conference, First Nations' Specific Claims: Guiding Principles and Keys to Success.
  • Legal Issues for First Nations in Green Energy, November 2010 - Pacific and Business Law Institute, Canadian Aboriginal Law Forum.
  • First Nations and Metis Participation in Ontario Energy Projects, October 2010 - Insight Conference, 4th Annual Aboriginal Law Forum.
  • Transmission 101 - Overview of Ontario's Electricity System, February 2010 Presentation to clients.
  • Opportunities for First Nations under the Green Energy and Green Economy Act, December 2009 - Presentation to Union of Ontario Indians, Lake Huron Region Chiefs Meeting
  • Private Equity Transactions - Infrastructure Investing, December 2009 Presentation to Union of Ontario Indians, Lake Huron Region Chiefs Meeting.
  • Acquisition Structuring and M&A Market Trends, February 2009 - Presentation to clients
  • Going Private Transactions, December 2008 - Presentation to clients.
  • The Art of the Deal, International M&A Opportunities, August 2007 - Presentation to clients
  • Going Private Transactions and Management Buy-Outs, 2005/2004 - Seminars for many Canadian dealers and private equity funds
  • The Six Minute Securities Lawyer, January 2004/2003 - Law Society of Upper Canada CLE Conference
  • PIPEs (Private Investments in Public Equity), December 2001 - Presentation to many of Canada's largest institutional investors
  • Management Buy-outs, November 2001 - Seminar for Ontario Teachers' Pension Plan Board
  • Bought Deals and Management Buy-outs, October and December 2001 - Seminars for HSBC Securities Inc. and TD Secuities Inc.
  • Merchant Banking/Venture Capital Update, May 2001 - Corporate Counsel Magazine (American Lawyer)
  • Accessing US Capital Markets, April 2000 - Canadian Corporate Counsel Association Spring Conference
  • Exchangeable shares in Cross-border Transactions, November 2000 - Corporate Counsel Magazine (American Lawyer)
  • Termination of Employee Stock Option Rights in Canada, June 2000 - Corporate Counsel Magazine (American Lawyer)

Memberships

  • Law Society of Upper Canada
  • Canadian Bar Association
  • Ontario Bar Association
  • ACG Toronto - Association for Corporate Growth
  • Canadian Venture Capital Association

Directorships

  • 01 Communique Laboratory Inc.

Awards & Distinctions

  • Ronald D.  Manes Alumni Award (Academic Excellence and Leadership)
  • Legal and Literary Society Award (Service to the Law School Community)

Education

  • York University, Osgoode Hall Law School
  • University of Manitoba, Faculty of Arts

Professional Designation

  • LL.B. 1994
Portrait

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