Michelle  Lally

Michelle Lally, Partner; Chair, Competition Law/Foreign Investment Group

Contact Information

  • tel: 416.862.5925
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Bar Admission

Ontario, 1992

Education

  • Osgoode Hall Law School, LL.M.
  • University of Western Ontario, LL.B.
  • Queen’s University, B.A. (Hons.)

Office

Toronto

Language(s)

English

Biography

Michelle is the Chair of Osler's highly regarded Competition Law and Foreign Investment Group. She has over 20 years of extensive experience in all aspects of competition law and foreign investment review, including mergers & acquisitions, strategic alliances, price fixing & bid-rigging investigations and pricing and distribution matters.

She advises clients across a broad range of industry sectors, including financial services, telecommunications, pharmaceutical, broadcasting, entertainment, new media, energy, mining, food & consumer packaged goods, transportation and travel and at all levels of such industries- manufacturing, wholesaling and retailing.  Michelle has successfully obtained the clearances under the Competition Act and the Investment Canada Act of numerous complex domestic, cross-border and international transactions.  She regularly represents parties facing civil investigations by the Competition Bureau or civil cases before the Competition Tribunal relating to the application of the abuse of dominance, price maintenance, refusal to supply, tied selling and exclusive dealing provisions of the Competition Act.

As part of providing strategic competition law counselling and compliance advice, Michelle often designs and conducts internal antitrust audits/investigations for clients.  She also assists immunity applicants and targets of domestic and multinational conspiracy & bid-rigging investigations in their dealings with the Criminal Branch of the Competition Bureau and the Department of Public Prosecutions.

Notable Matters

  • Tim Hortons Inc. in its proposed $12.5 billion merger with Burger King, which will create a new global powerhouse restaurant company based in Canada.
  • Manulife Financial Corporation in its $4-billion acquisition of the Canadian-based operations of Standard Life plc. The deal combines Manulife, one of the largest insurance companies in the world, and Standard Life Canada, the country’s fifth-largest insurer.
  • Ventas Inc. on its proposed $980 million acquisition of 29 independent living seniors housing communities from Holiday Retirement Corp.
  • The ADT Corporation in its proposed $555 million acquisition of Reliance Protectron from Alinda Capital
  • Chemtrade Logistics Income Fund in connection with the sale of its Montreal East sulphur removal and compliance services business to Suncor Energy Products Inc. for $120 million, expected to close in June.
  • TELUS Corporation in its acquisition of Public Mobile for approximately $250 million.
  • TELUS Corporation in its proposed acquisition of Mobilicity.
  • TELUS Corporation in connection with the Competition Bureau inquiry and subsequent action brought by the Commissioner of Competition in the Ontario Superior Court against TELUS, Bell, Rogers and CWTA under the misleading representation provisions of the Competition Act.
  • The Toronto-Dominion Bank in its arrangements with Canadian Imperial Bank of Commerce and Aimia Canada Inc. in respect of TD’s acquisition of approximately 51% of CIBC’s co-branded Aeroplan credit card accounts (based on outstanding balances) and related assets and agreements in connection with CIBC continuing as an issuer of co-branded Aeroplan credit cards.
  • Mitel Networks Corporation in its proposed acquisition of Aastra Technologies Ltd. for approximately $400 million.
  • Imperial Tobacco in connection with leave application by Safa Enterprises Inc. to the Competition Tribunal under section 76 (price maintenance of the Competition Act).
  • Canadian Bankers Association in an application by Commissioner of Competition for an order under section 76 ofthe Competition Act (price maintenance) against Visa Canada Corporation and Master Card International Incorporated.
  • Royal Bank of Canada in itsacquisition of the remaining 50% interest in RBC Dexia Investor Services Limited.
  • Target Corporation in its $1.825 billion acquisition of leasehold interests from Zellers Inc. and establishment of operations in Canada.
  • Comcast Corporation in connection with its acquisition from General Electric in NBC/ Universal.
  • Amex Bank of Canada in a class action alleging price maintenance in relation to credit card products.
  • Bank of Montreal in a class action against BMO Financial Group, Visa Canada Corporation, MasterCard International Incorporated and various other banks alleging a price-fixing conspiracy in relation to Visa’s and MasterCard’s credit card rules.
  • Royal Bank of Canada, Toronto-Dominion Bank, Bank of Montreal, Bank of Nova Scotia, Canadian Imperial Bank of Commerce, Credit Union Central of Canada, Federation des Caisses Desjardins du Quebec and National Bank of Canada in connection with the development of a mobile commerce operating framework.
  • London Stock Exchange Group PLC on its proposed merger of equals with TMX Group Inc.
  • Equinox Minerals Ltd. in connection with its acquisition by Barrick Gold Corporation.
  • Sterling Partners and its co-investors on its acquisition of MOSAID Technologies Incorporated and its acquisition of Livingston International Income Fund.
  • JPMorgan Chase Bank in its acquisition of credit card assets of The Home Depot credit card program of Citi Cards Canada Inc.
  • Kraft Foods Inc. / Cadbury Adams Canada Inc. in connection with the regulatory investigation into allegations of price-fixing in the chocolate industry and in numerous class actions across Canada.

Affiliations

  • Canadian Bar Association, a Former Chair of the National Competition Law Section
  • American Bar Association, Section of Antitrust Law

Industry Recognition

  • Chambers Global: The World’s Leading Business Lawyers: Competition/Antitrust
  • The Canadian Legal Lexpert Directory 2015: Competition
  • The Lexpert Guide to the Leading US/Canada Cross-border Litigation Lawyers in Canada: Competition
  • Who’s Who Legal: Canada
  • The Best Lawyers in Canada: Competition/Antitrust Law
  • The International Who's Who of Competition Lawyers & Economists: Competition
  • Guide to the World’s Leading Women in Business Law: Competition and Antitrust
  • Expert Guides: The Legal Media Group Guides to the World’s Leading Lawyers: Competition and Antitrust
  • Expert Guides: Leading Practitioners in China: Competition and Antitrust – International

Publications/Events/Education

  • The Cultural Sector Investment Review Branch: A Five Year Retrospective , the Canadian Bar Association’s FIRC Conference entitled "Investment Canada Act: A Five Year Retrospective - Experience from the Front Lines", June 10, 2014
  • “The Limits of Competition Act Enforcement in Regulated Industries: When Does the Regulated Conduct Doctrine Apply?”, Canadian Bar Association’s  2014 Competition Law Spring Forum, May 21, 2014
  • “Abuse of Dominance in Canada: What is the Rule Now?”, American Bar Association Section of Antitrust Law and the Canadian Bar Association National Competition Law Section, March 7, 2014.
  • “Patent Settlements - Antitrust Issues in the Pharmaceutical Sector”, Canadian Competition Bureau Workshop, November 13, 2013
  • U.S. Supreme Court holds that “reverse payment” patent litigation settlements are not immune from antitrust review, Commercial Litigation and Arbitration Review, vol. 2, no. 3, August 2013 (co-authored with Vincent de Grandpré and Chris Naudie)
  • “Foreign Investment in Canadian Natural Gas:  The View from Ottawa”, The Canadian Institute Energy Group’s 16th Annual B.C. Natural Gas Symposium, Vancouver, B.C., June 4 – 5, 2013
  • The CCS Case:  Lessons in Merger Litigation and Practice  (moderator/facilitator)at the  CBA’s 2013 Competition Law Spring Forum: Canadian Competition Law in a State of Flux, May 28, 2013
  • Competition Law Fundamentals for IT Lawyers, IT.CAN  Quarterly Roundtable Series, May 15,2013
     (with R. Sharma, Torkin Manes LLP)
  • Proposed Amendments to Investment Canada Act Capture Control-in-Fact Investments by State-Owned Enterprises, May 2, 2013 (Osler Competition Group)
  • Competition Bureau Imposes Record-Setting Bid-Rigging Fines, but Jurisdictional Questions Remain, April 23, 2013  co-authored with Graham Reynolds and Peter Franklyn
  • Competition Tribunal Dismisses Commissioner’s Application Against TREB and Confirms That Abuse of Dominance Applies Only When Anti-competitive Acts Are Directed at a Competitor, April 18, 2013  (Osler Competition group)
  • Supreme Court Tightens Conspiracy Liability Rules: Implications for Antitrust Criminal Cases, March 6, 2013, co-authored with Graham Reynolds and Chris Naudie
  • Industry Canada Makes Significant Announcements Impacting the Wireless Industry, March 8, 2013, co-authored with Matt Anderson
  • New Rules for Foreign Investment by State-Owned Enterprises - Do They Strike the Right Balance? December 9, 2012 (Osler Competition Group)
  • The Treatment of Vertical Price Restraints under the Competition Act:  A Retrospective, Canadian Competition Law Review, Vol. 25, no. 2, co-authored with Kaeleigh Kuzma
  • Looking back, moving forward Has the overhaul of Canada’s merger and national security review processes lived up to expectations, or proved people’s fears? Canadian Merger Review, International Financial Law Review, June 2012
  • Canada to Lift Certain Restrictions on Foreign Ownership in the Telecommunications Sector, March 26, 2012
  • Businesses Take Note: Competition Bureau Seeks to Withdraw Detailed Guidance on Abuse of Dominance and Signals Expansive Enforcement Approach, March 27, 2012 (Osler Competition Group)
  • Pack your Compliance Program with your Passport - Foreign Corruption and Competition Risks for Firms Doing Business Internationally, Mining Review, co-authored with Graham Reynolds. February 2012 
  • Vendors Beware: Competition Tribunal Confirms Dissolution as a Potential Remedy to a Completed Merger, Nov 7, 2011, co-authored with Kaeleigh Kuzma
  • 2011 Canadian Bar Association Annual Fall Conference on Competition Law, Opening Plenary: Interview  with The Globe and Mail, October 5, 2011
  • Global Legal Insights, Merger ControlVol. 1, Canada Chapter , September 2011, co-authored with Shuli Rodal
  • Written Opinions under the Competition Act, May 20, 2011, co-authored with Kaeleigh Kuzma
  • Canadian Government Rejects BHP’s proposed acquisition of Potash Corporation under the Investment Canada Act – Is Canada Still Open for Business?, Nov 9, 2010 (Osler Competition Group)
  • Competition Policy Institutions:  Design & Decision-Making, University of Toronto Roundtable, Toronto, April 8, 2011
  •  Abuse of Dominance? Or Disuse? Is Canada Falling Behind on the Next Frontier of Global Competition Law? 10th Annual Competition Law & Policy Forum, Langdon Hall, Cambridge, February 23-25, 2011
  • Investment Canada Act:  New Law & Policy - Session:  National Security Reviews presented by Canadian Bar Association’s Foreign Investment Review Committee, Toronto, June 4, 2010
  • Distribution Issues in the North Atlantic Triangle:  Part IV:  Exclusive Dealing Arrangements - When are they Pro-Competitive; When are they Exclusionary? - The Canadian Perspective, American Bar Association Teleseminar presented by the Section of Antitrust Law Unilateral Conduct Committee, The International Committee, The Distribution and Franchise Committee and the ABA Center for Continuing Legal Education, May 28, 2010
  • Canadian Competition Law: Your Top Ten Compliance Questions for 2010, Feb 22, 2010 (Osler Competition Group)