Fraser has been practising for over 30 years in the areas of capital markets and securities, mergers and acquisitions, private equity and corporate governance, and has significant expertise in structuring, negotiating and implementing sophisticated financing transactions, mergers, acquisitions, divestitures and reorganizations.
Fraser has acted for both domestic and foreign issuers and underwriters in Canadian and cross-border public offerings, including initial public offerings, and private placements of debt and equity, and for acquirers, targets and financial advisers in connection with merger and acquisition transactions, including take-over bids and plans of arrangement. Fraser has also acted as independent counsel to special committees of public entities in connection with a variety of transactions. His practice encompasses both transactional work and advising on governance matters, securities compliance and stock exchange matters. He has advised in respect of clients and transactions involving a wide variety of industries, including resource exploration and mining, energy, technology, manufacturing, pharmaceuticals, media, entertainment and sports and real estate. Fraser has also advised in respect of shipping, aviation and rolling stock financings and public offerings in the United States, the United Kingdom, Canada and Europe, including listings on major international stock exchanges.
Fraser has both in house and regulatory experience as well, having served a twelve month secondment as General Counsel of a Toronto Stock Exchange-listed investment corporation with interests in both public and private entities, providing in-house expertise on mergers and acquisitions, capital markets and securities law matters, and a twelve month secondment to the staff of the Ontario Securities Commission. Fraser’s experience also includes serving on the boards of public and private corporations, as well as not-for-profits.
SELECT EXPERIENCE
Capital Markets Transactions
- Acted for a syndicate of U.S. underwriters in connection with a US$1.14 billion cross-border public offering
- Acted for a syndicate of underwriters in connection with various Canadian public offerings of preferred shares by a real estate corporation and a related asset management corporation
- Acted for a consulting firm in connection with its $50 million initial public offering and a subsequent $40 million public offering, and its related program of strategic acquisitions
- Acted for a syndicate of underwriters in connection with a $225 million initial public offering of a consumer goods manufacturer
- Acted for a waste management firm in connection with its $175 million initial public offering
- Acted for an energy wholesaler in connection with its $121 million initial public offering
- Acted for a junior resource exploration corporation in connection with its initial public offering, its subsequent private placement financings and a joint venture with respect to its principal property
- Acted for a real estate investment trust in connection with various public offerings, including an offering of $100 million of debentures, an offering of $100 million of trust units and an offering of $82 million of trust units
- Acted for a syndicate of underwriters in connection with a $30 million private placement of subscription receipts and common shares by a TSX Venture Exchange-listed resource exploration corporation and the use of the proceeds thereof to acquire two gold exploration properties in the Russian Far East and a subsequent $15 million private placement of common shares
Mergers and Acquisitions and Governance Transactions
- Acted for CIFF Capital UK LP and The Children’s Investment Master Fund, acting by their investment manager, TCI Fund Management Limited, in connection with their activist campaign relating to Canadian National Railway Company
- Acted for the shareholders of 2Keys Corporation, a national leader in enabling secure digital experiences for Canadian governments, financial institutions and commercial clients, in connection with the acquisition of 100% of the shares of 2Keys by Interac Corp., a leading provider of payments and digital information exchange solutions in Canada
- Advised a Puerto Rico–based pharmaceutical corporation and its shareholders in connection with the sale to a Canadian public pharmaceutical corporation of all of its shares valued at US$350 million, and acting for the former principal shareholder in connection with subsequent issues involving his shareholdings of the Canadian acquiror
- Advised a U.S. hedge fund manager in connection with a number of Canadian mergers and acquisitions transactions, including the offers by Xstrata and Inco for Falconbridge, and with respect to Canadian securities law compliance matters, including compliance with the “early warning” rules
- Acted as counsel to a TSX-listed technology provider in connection with its acquisition of a private competitor and the related disposition of its U.S. trade execution business
- Advised a TSX and NASDAQ inter-listed software corporation in connection with a US$310 million acquisition of a NASDAQ-listed software corporation
- Acted for an individual and a private equity fund in connection with a $190 million acquisition by way of plan of arrangement of all of the issued and outstanding shares of a TSX-listed entertainment corporation and the related reorganization of the target.
- Advised the independent committee of the directors of plastics manufacturing corporation in connection with a related party transaction
- Advised independent committees of a Toronto Stock Exchange-listed franchising corporation in connection with several related party transactions, its conversion from an income trust to a corporation and the reorganization of its Toronto Stock Exchange-listed 25% shareholder
- Acted for a dissident director and shareholder in connection with the successful acquisition of control of the board of directors of TSX Venture Exchange-listed energy corporation by way of a dissident proxy solicitation
PROFESSIONAL QUALIFICATIONS
- Barrister and Solicitor, Ontario, 1984
- Barrister and Attorney, Bermuda, 1993
- Solicitor, England and Wales (non-practicing), 1994
EDUCATION
- Western University: Bachelor of Laws, with distinction, 1982
- University of Toronto: Bachelor of Commerce, 1979
The partners of Allen McDonald LLP believe that it is important to a well-rounded, happy and successful life to have interests and passions beyond the practice of law.
Fraser and his wife Kathryn both grew up and have lived most of their lives in the Beach neighbourhood of Toronto. They met while attending the local high school, Malvern Collegiate Institute. Fraser and Kathryn have a son, Wesley, who completed his undergraduate education at Hobart College in Geneva, New York, where he was a member of the Division 1 lacrosse team. Kathryn and Fraser travelled all over the northeastern U.S. to attend Wesley’s games, missing only a couple of his games over his four years playing. Wesley subsequently completed his MBA at the Simon School of Business at the University of Rochester and is now enjoying a successful career as an executive with a fintech start-up in Toronto. Kathryn and Fraser enjoy getting away on vacation to Manitoulin Island, the Outer Banks of North Carolina and Jost Van Dyke in the British Virgin Islands.
Fraser has been a life-long athlete and sports enthusiast, having begun skating and playing hockey on his neighbourhood friend’s backyard ice rink at around the age of three. He quickly found a love for a variety of sports and was an active participant in many sports growing up. He eventually played hockey at the Junior A, university and Senior A levels, and continues to play recreationally. Fraser also enjoys golf, squash, beach volleyball, cycling and swimming.
In part to give back in recognition of his parents and the coaches and organizers who gave him the opportunity to participate in sports as a child and young man and to allow others to benefit from the same life lessons that he learned through sports, particularly team sports, Fraser became involved in coaching and sports management. Over the course of the last 30 years, Fraser has coached teams in the Greater Toronto Hockey League from Minor Pee Wee to Midget at the AA and AAA levels. He was most recently a coach with the Toronto Red Wings 2003 AAA team which lost in overtime in the 2019 OHL Cup. This team has produced three NHL draft picks and counting. Over the years, teams coached by Fraser won three GTHL Championships. In 2013, Fraser travelled with his team to participate in a tournament in the Czech Republic.
In addition to hockey, Fraser has coached lacrosse at the minor and Junior A levels. Teams coached by Fraser won the Ontario Lacrosse Association Bantam championship and advanced to the Ontario Lacrosse Association Junior A championship series. He was a winner of the Jim Bishop Award as a member of Ontario Lacrosse Association Junior A Coaching Staff of the Year in 2000 and 2002. He has also coached basketball, soccer, baseball and rugby at the club level.
Fraser has been practising for over 30 years in the areas of capital markets and securities, mergers and acquisitions, private equity and corporate governance, and has significant expertise in structuring, negotiating and implementing sophisticated financing transactions, mergers, acquisitions, divestitures and reorganizations.
Fraser has acted for both domestic and foreign issuers and underwriters in Canadian and cross-border public offerings, including initial public offerings, and private placements of debt and equity, and for acquirers, targets and financial advisers in connection with merger and acquisition transactions, including take-over bids and plans of arrangement. Fraser has also acted as independent counsel to special committees of public entities in connection with a variety of transactions. His practice encompasses both transactional work and advising on governance matters, securities compliance and stock exchange matters. He has advised in respect of clients and transactions involving a wide variety of industries, including resource exploration and mining, energy, technology, manufacturing, pharmaceuticals, media, entertainment and sports and real estate. Fraser has also advised in respect of shipping, aviation and rolling stock financings and public offerings in the United States, the United Kingdom, Canada and Europe, including listings on major international stock exchanges.
Fraser has both in house and regulatory experience as well, having served a twelve month secondment as General Counsel of a Toronto Stock Exchange-listed investment corporation with interests in both public and private entities, providing in-house expertise on mergers and acquisitions, capital markets and securities law matters, and a twelve month secondment to the staff of the Ontario Securities Commission. Fraser’s experience also includes serving on the boards of public and private corporations, as well as not-for-profits.
SELECT EXPERIENCE
Capital Markets Transactions
- Acted for a syndicate of U.S. underwriters in connection with a US$1.14 billion cross-border public offering
- Acted for a syndicate of underwriters in connection with various Canadian public offerings of preferred shares by a real estate corporation and a related asset management corporation
- Acted for a consulting firm in connection with its $50 million initial public offering and a subsequent $40 million public offering, and its related program of strategic acquisitions
- Acted for a syndicate of underwriters in connection with a $225 million initial public offering of a consumer goods manufacturer
- Acted for a waste management firm in connection with its $175 million initial public offering
- Acted for an energy wholesaler in connection with its $121 million initial public offering
- Acted for a junior resource exploration corporation in connection with its initial public offering, its subsequent private placement financings and a joint venture with respect to its principal property
- Acted for a real estate investment trust in connection with various public offerings, including an offering of $100 million of debentures, an offering of $100 million of trust units and an offering of $82 million of trust units
- Acted for a syndicate of underwriters in connection with a $30 million private placement of subscription receipts and common shares by a TSX Venture Exchange-listed resource exploration corporation and the use of the proceeds thereof to acquire two gold exploration properties in the Russian Far East and a subsequent $15 million private placement of common shares
Mergers and Acquisitions and Governance Transactions
- Acted for CIFF Capital UK LP and The Children’s Investment Master Fund, acting by their investment manager, TCI Fund Management Limited, in connection with their activist campaign relating to Canadian National Railway Company
- Acted for the shareholders of 2Keys Corporation, a national leader in enabling secure digital experiences for Canadian governments, financial institutions and commercial clients, in connection with the acquisition of 100% of the shares of 2Keys by Interac Corp., a leading provider of payments and digital information exchange solutions in Canada
- Advised a Puerto Rico–based pharmaceutical corporation and its shareholders in connection with the sale to a Canadian public pharmaceutical corporation of all of its shares valued at US$350 million, and acting for the former principal shareholder in connection with subsequent issues involving his shareholdings of the Canadian acquiror
- Advised a U.S. hedge fund manager in connection with a number of Canadian mergers and acquisitions transactions, including the offers by Xstrata and Inco for Falconbridge, and with respect to Canadian securities law compliance matters, including compliance with the “early warning” rules
- Acted as counsel to a TSX-listed technology provider in connection with its acquisition of a private competitor and the related disposition of its U.S. trade execution business
- Advised a TSX and NASDAQ inter-listed software corporation in connection with a US$310 million acquisition of a NASDAQ-listed software corporation
- Acted for an individual and a private equity fund in connection with a $190 million acquisition by way of plan of arrangement of all of the issued and outstanding shares of a TSX-listed entertainment corporation and the related reorganization of the target.
- Advised the independent committee of the directors of plastics manufacturing corporation in connection with a related party transaction
- Advised independent committees of a Toronto Stock Exchange-listed franchising corporation in connection with several related party transactions, its conversion from an income trust to a corporation and the reorganization of its Toronto Stock Exchange-listed 25% shareholder
- Acted for a dissident director and shareholder in connection with the successful acquisition of control of the board of directors of TSX Venture Exchange-listed energy corporation by way of a dissident proxy solicitation
PROFESSIONAL QUALIFICATIONS
- Barrister and Solicitor, Ontario, 1984
- Barrister and Attorney, Bermuda, 1993
- Solicitor, England and Wales (non-practicing), 1994
EDUCATION
- Western University: Bachelor of Laws, with distinction, 1982
- University of Toronto: Bachelor of Commerce, 1979
The partners of Allen McDonald LLP believe that it is important to a well-rounded, happy and successful life to have interests and passions beyond the practice of law.
Fraser and his wife Kathryn both grew up and have lived most of their lives in the Beach neighbourhood of Toronto. They met while attending the local high school, Malvern Collegiate Institute. Fraser and Kathryn have a son, Wesley, who completed his undergraduate education at Hobart College in Geneva, New York, where he was a member of the Division 1 lacrosse team. Kathryn and Fraser travelled all over the northeastern U.S. to attend Wesley’s games, missing only a couple of his games over his four years playing. Wesley subsequently completed his MBA at the Simon School of Business at the University of Rochester and is now enjoying a successful career as an executive with a fintech start-up in Toronto. Kathryn and Fraser enjoy getting away on vacation to Manitoulin Island, the Outer Banks of North Carolina and Jost Van Dyke in the British Virgin Islands.
Fraser has been a life-long athlete and sports enthusiast, having begun skating and playing hockey on his neighbourhood friend’s backyard ice rink at around the age of three. He quickly found a love for a variety of sports and was an active participant in many sports growing up. He eventually played hockey at the Junior A, university and Senior A levels, and continues to play recreationally. Fraser also enjoys golf, squash, beach volleyball, cycling and swimming.
In part to give back in recognition of his parents and the coaches and organizers who gave him the opportunity to participate in sports as a child and young man and to allow others to benefit from the same life lessons that he learned through sports, particularly team sports, Fraser became involved in coaching and sports management. Over the course of the last 30 years, Fraser has coached teams in the Greater Toronto Hockey League from Minor Pee Wee to Midget at the AA and AAA levels. He was most recently a coach with the Toronto Red Wings 2003 AAA team which lost in overtime in the 2019 OHL Cup. This team has produced three NHL draft picks and counting. Over the years, teams coached by Fraser won three GTHL Championships. In 2013, Fraser travelled with his team to participate in a tournament in the Czech Republic.
In addition to hockey, Fraser has coached lacrosse at the minor and Junior A levels. Teams coached by Fraser won the Ontario Lacrosse Association Bantam championship and advanced to the Ontario Lacrosse Association Junior A championship series. He was a winner of the Jim Bishop Award as a member of Ontario Lacrosse Association Junior A Coaching Staff of the Year in 2000 and 2002. He has also coached basketball, soccer, baseball and rugby at the club level.
