Roger J. Chouinard

Roger J. Chouinard

Roger J. Chouinard is a partner in the firm's Business Law Group in Toronto with a corporate and securities practice focused on corporate finance and mergers and acquisitions, as well as public company governance and regulation. He has significant experience acting for issuers and underwriters in public offerings (including IPOs, short form, MJDS and bought deal financings) and private placements. Mr. Chouinard has been involved in a number of contested and negotiated take-over bids and other business combinations. He also regularly advises TSX and TSXV listed issuers on regulatory compliance matters, corporate governance and continuous disclosure obligations.

Mr. Chouinard's recent transactional experience includes acting for:

· InStorage Real Estate Investment Trust in connection with over $200 million in public and private securities offerings, over $350 million in asset acquisitions and its $416 million sale by negotiated take-over bid;

· Timbercreek Mortgage Investment Corporation in connection with its $24 million IPO and acquisition of a $20 million portfolio of mortgage investments;

· The Bank of Nova Scotia in connection with its $348 million investment to acquire 18% of DundeeWealth Inc.;

· GE Real Estate in connection with its $2.3 billion acquisition of the Eastern real estate portfolio of Dundee REIT and its related equity investment;

· Noranda Inc. and Falconbridge Limited in connection with the successful completion their US$12 billion merger;

· Noranda Inc. in the context of (i) its issuer bid to exchange US$1.25 billion in outstanding common shares for junior preference shares, and (ii) its $3.0 billion take-over bid to acquire the outstanding minority interest in Falconbridge Limited;

· Arriscraft International Income Fund on its $67 million IPO, its private placement of $16 million in convertible debentures, and its $107 million sale and wind-up;

· The underwriters in the cross-border US$252 million IPO of Income Deposit Securities (IDS) by Centerplate, Inc. (formerly Volume Services America Holdings, Inc.);

· SCOSS Capital Corp. in connection with its qualifying transaction to graduate from the capital pool company (CPC) program of the TSXV and its subsequent conversion to become InStorage Real Estate Investment Trust; and

· Molson Canada in connection with the reorganization of its Canadian brewing business and its $8 billion merger of equals with Adolph Coors Company.

Mr. Chouinard has taught a seminar for the advanced securities law programs at the University of Western Ontario and the University of Windsor. He also regularly teaches a seminar on directors' duties and responsibilities as part of the Chartered Director Program offered by The Directors College.

Mr. Chouinard speaks English and French and is educated in the common and civil law judicial systems in Canada. He received his B.Comm. from McGill University in 1995, his LLB (Civil Law) from Université Laval in 1998, his LLB (Common Law) from the University of Victoria in 1999 and his LLM (Securities Law) from Osgoode Hall Law School in 2004. He was called to the Alberta bar in 2000 and the Ontario bar in 2002.