John M. Valley

John M. Valley

Partner, Corporate

Key Contact: Corporate Governance

Contact Information

jvalley@osler.com

tel: 416.862.5671

Office

Toronto

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Areas of Expertise

Bar Admission

Ontario, 2005

Education

  • University of Cambridge, LL.M. (First Class, W.M. Tapp Scholar)
  • University of Western Ontario, LL.B. (Gold Medallist)
  • Richard Ivey School of Business, H.B.A.
  • University of Western Ontario, B.A.
  • University of St. Andrews (St. Andrews, Scotland, Bobby Jones Scholar)

Language(s)

English

John practices corporate and securities law, with a particular emphasis on corporate governance and mergers and acquisitions. John regularly acts for purchasers, targets, special committees and selling shareholders in both public and private merger and acquisition transactions, and on matters relating to joint venture, partnership and shareholder agreements and disputes, across a range of industries including infrastructure and power, financial services, franchise & distribution, technology and gaming.  

John’s corporate governance practice includes regularly advising companies and boards of directors on matters regarding director duties, indemnification, stakeholder engagement, disclosure and other governance matters.  He is also a member of Osler’s cross-disciplinary Risk Management and Crisis Response practice, which is focused on advising companies and boards of directors on taking proactive steps to avoid and prepare for and, where necessary, on responding to extraordinary crisis situations.

John returned to the firm in 2011 following a leave of absence taken to pursue his Ph.D. at the University of Cambridge, England. John’s research at Cambridge focused on the corporate governance of mixed ownership enterprises involving government blockholders. John is also an avid sportsman, having played competitive golf while studying abroad at both St. Andrews and Cambridge, where he won his full Blue.

    • Dream Residential REIT in its US$125.1 million initial public offering
    • Diversey in its acquisition of certain assets of Avmor
    • The Estée Lauder Companies Inc. in its agreement to increase its ownership in DECIEM Beauty Group Inc.
    • Animalcare in its agreement with Kane Biotech to form STEM Animal Health Inc.
    • Bausch Health Companies Inc. in its intention to spin off its eye health business into an independent publicly traded company
    • Regis Corporation in connection with its sale and subsequent franchise of substantially all of its mall-based salons in Canada
    • The Special Committee of The Intertain Group Limited in the completion of its strategic review and implementation of its UK Strategic Initiatives, including a plan of arrangement to facilitate the acquisition of Intertain by Jackpotjoy plc in a share-for-share exchange and the creation of an associated exchangeable share structure and the listing of the Jackpotjoy plc ordinary shares on the London Stock Exchange plc
    • CarProof Corporation and Hellman & Friedman LLC in the sale of CarProof to IHS Inc. for $650 million
    • Maple Leaf Foods Inc. in its negotiation of an amended Governance Agreement with McCain Capital and Michael McCain
    • Hydro One in establishing new governance and compensation practices in connection with its initial public offering
    • The Underwriters in Cara Operations Limited’s $230 million Initial Public Offering
    • Tim Hortons in connection with its $13 billion acquisition by an affiliate of Burger King Worldwide, Inc
    • Dream in connection with the initial public offering of Dream Hard Asset Alternatives Trust and the related reorganization and acquisition of assets from Return On Innovation Advisors Ltd
    • Bank of Montreal in connection with its acquisition of F&C Asset Management plc
    • Bank of Montreal in connection with its acquisition of General Electric Capital Corporation’s Transportation Finance business
    • Red Robin Gourmet Burgers, Inc. in connection with its acquisition of restaurants from its Canadian franchisee
    • Avis Budget Group in its acquisition of its existing licensees in Edmonton, Regina and Saskatoon.
    • Royal Bank of Canada in its acquisition of the Canadian automobile finance and deposit business of Ally Financial Inc
    • Private Equity Funds and Strategic Buyers in the acquisition, project financing and disposition of renewable energy assets
    • The underwriters for ViXS Systems on its going public transaction and $57 million capital raise
    • S&P Capital IQ, a business of The McGraw-Hill Companies, Inc. in its acquisition of R2 Financial Technologies Inc
    • Gazit America Inc. in connection with its privatization by Gazit-Globe Ltd. And sale of properties to First Capital Realty Inc
    • CanWest Global Communication Corp. it its acquisition with Goldman Sachs of Alliance Atlantis Communications Inc
    • Inco Limited on its competing take-over bid for Falconbridge Limited, its defence of the unsolicited offer made by Teck Cominco Limited, its negotiated merger with Phelps Dodge Corporation and its defence of the unsolicited offer made by Companhia Vale do Rio Doce
    • Placer Dome Inc. in its response to the unsolicited bid from Barrick Gold Corporation and subsequent negotiated $10.4 billion acquisition

  • IFLR 1000: The Guide to the World’s Leading Financial Law Firms: Recognized in Corporate and M&A (Notable Practitioner)
  • Best Lawyers in Canada: Recognized in Corporate Governance Practice

  • Law Society of Ontario
  • Ontario Bar Association
  • Canadian Bar Association

  • Barbarians at the Gate? A Comparative Study of Takeover Bid Defence Regimes in Canada, the United States and the United Kingdom, LL.M. Dissertation submitted to the University of Cambridge (May 2008). The paper responds to calls for the Canadian government to “do something” in respect to the perceived “hollowing out” of the Canadian economy.

  • Of Government and (Corporate) Governance: Corporate Governance Implications of Government Blockholders, PhD research conducted at the University of Cambridge.