Michael Lang practises corporate and securities law, with particular emphasis on capital markets transactions, mergers and acquisitions, corporate governance and public company compliance matters. Mr. Lang has served on and acted as counsel to several "blue ribbon" committees examining securities regulatory policy issues, including the Investment Dealers Association of Canada's Committee on Take-Over Bid Regulation (Zimmerman Committee). He is a member of Norton Rose Group's executive committee and Norton Rose Canada's management committee.
Mr. Lang has handled numerous national and cross-border M&A transactions for Canadian and foreign clients. He has counselled acquirors, target companies, controlling shareholders and institutional investors on take-over bids, issuer bids, going-private transactions, related party transactions and business combinations.
Mr. Lang has counselled special committees of directors in reviewing and negotiating insider bids, going-private transactions, management buy-outs, reorganizations, arrangements and related party transactions. He represents financial advisors in advisory, valuation, fairness opinion and acquisition/divestiture assignments.
He has also represented issuers and underwriters in national, cross-border and international public offerings and private placements, and has counselled market participants on regulatory investigations and enforcement matters.
From 1982 to 1983, he was seconded to the Ontario Securities Commission as staff counsel and as Legal Advisor to the Chairman of the Commission. Except for this secondment, Mr. Lang has been in private practice since 1979.
Selected client work
Mr. Lang has acted as counsel to the following clients:
ˇ Nortel Networks Corporation and Nortel Networks Limited in connection with its multijurisdictional insolvency proceedings, including the sale of its CDMA and LTE Access business to LM Ericsson for US$1.13 billion; the sale of its Enterprise Solutions business to Avaya Inc. for US$915 million; the sale of its Optical Networking and Carrier Ethernet business to Ciena Corp. for US$769 million; the sale of its GSM/GSM-R business to LM Ericsson and Kapsch CarrierCom AG for US$103 million; and the sale of its CarrierVoIP and Applications Solutions business to GENBAND, Inc. for US$282 million
ˇ Archer-Daniels-Midland Company (ADM) in connection with the sale of its 28% shareholding in Agricore United to Saskatchewan Wheat Pool Inc. (SWP) pursuant to SWP's $1.8 billion take-over bid for Agricore
ˇ Nortel Networks Corporation and the special committee of its board of directors in connection with BCE Inc.'s spin-off of its 35% shareholding in Nortel by way of a plan of arrangement
ˇ Nortel Networks Corporation and Nortel Networks Limited in reaching a settlement agreement with the staff of the Ontario Securities Commission resolving all regulatory issues relating to accounting practices that gave rise to several financial restatements
Speaking engagements
ˇ "The Regulator as Policy Maker, Enforcer and Adjudicator: Is Bifurcation the Answer?" 10th Queen's Annual Business Law Symposium, Kingston, 2003.
ˇ "Auditor Independence and the Public Interest: Recent Developments" (jointly with Michael Bennett), Insight, Toronto, 2003.
ˇ "Liability for Financial Reporting and Other Continuous Disclosure," Insight, Toronto, 1999.
ˇ "Surfacing Value and Institutional Influence on Corporate Governance," The Canadian Institute, Toronto, 1998.
ˇ "Liability for Continuous Disclosure," Federated Press, Toronto, 1997 and 1999.
ˇ "Liability for Continuous Disclosure," 8th Annual Corporate Secretaries Congress, Toronto, 1998.
ˇ "Take-Over Bids, Related Party Transactions and Early Warning System," Dialogue with the OSC, Toronto, 1996.
ˇ "Changing Take-Over Bid Rules," The Canadian Institute, Toronto, 1996.
ˇ "'Poison Pills' - The Role of the Institutional Shareholder," 16th Annual Securities Law Practitioners' Institute, Langdon Hall, 1996.
ˇ "OSC's Proposed Early Warning Rule," Financial Executives Institute Canada, Toronto, 1996.
Rankings and recognitions
ˇ IFLR (International Financial Law Review) 1000 - The Guide to the World's Leading Financial Law Firms - Leading lawyer in mergers and acquisitions, 2012
ˇ Best Lawyers in Canada (2012) (Corporate/Mergers and Acquisitions)
ˇ Chambers Global: The World's Leading Lawyers for Business, 2011: Corporate/Mergers and acquisitions
ˇ Practical Law Company: Which Lawyer? Canada (2011) (Corporate Law/Mergers and Acquisitions)
ˇ The Legal Media Group Guides to the World's Leading Lawyers (2009) (Mergers and Acquisitions)
Memberships and activities
ˇ Securities Advisory Committee to the Ontario Securities Commission (1994-99)
Directorships
ˇ Director, Sanofi Pasteur Limited (1990-2010)
ˇ Canadian Advisory Board Member, Sanofi Pasteur Limited
ˇ Director and former Vice-Chair, St. Joseph's Health Centre, Toronto