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Michelle Lally - Competition/Antitrust Lawyer

Michelle Lally

Partner, Competition Law/Foreign Investment Group

Key Contact: Competition/Antitrust - Mergers & Acquisitions

Key Contact: Competition/Antitrust

Key Contact: Foreign Investment/Investment Canada


Contact Information

mlally@osler.com

tel: 416.862.5925

Office

Toronto


Michelle is a Senior Partner 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.

    • South32 in its announced $2.1 billion acquisition of Arizona Mining.
    • Mitel Networks Corporation in its sale to affiliates of Searchlight Capital Partners for US$2 billion.
    • Investors led by BC Partners and Ontario Teachers' Pension Plan in the $5.125 billion recapitalization of GFL Environmental Inc.
    • Chemtrade Logistics Income Fund in its take-over bid for Canexus Corporation.
    • Microsoft Corporation in connection with its US$26.2 billion acquisition of LinkedIn Corporation and LinkedIn Corporation in respect of Canadian Competition Act advice and services.
    • Office Depot Inc., in its US$1 billion acquisition of THL Portfolio Holdings Corp., the parent company of CompuCom Systems, Inc.
    • Lenders and underwriters in the acquisition of Dominion Diamond Corporation by Washington Companies Corp.
    • Nasdaq, Inc. in connection with the sale of its Public Relations Solutions and Digital Media Services Businesses to West Corporation for approximately US$335 million.
    • Royal Bank of Canada in defending RBC in a $1.05 billion class action alleging conspiracy to fix foreign exchanges prices.
    • Whistler Blackcomb Holdings Inc. in its $1.4 billion acquisition by Vail Resorts.
    • TELUS Corporation in connection with its proposed acquisition of Manitoba assets from Bell upon closing of the Bell-MTS transaction.
    • GROWMARK, Inc. in connection with the proposed acquisition by 1105433 Ontario, Inc. of the 50% interest in UPI Inc. held by Suncor Energy Products Inc.
    • The Toronto-Dominion Bank in the sale of its indirect home improvement financing assets to Financeit and Concentra.
    • Chatham Asset Management, LLC in connection with the recapitalization of PostMedia Network Inc.
    • Procter & Gamble Inc. in its US $12.5 billion agreement to merge part of its fragrances, hair colour and colour cosmetics business with Coty Inc.
    • The ADT Corporation in its 2016 US $7 billion sale to Apollo and in its 2015 $555 million acquisition of Reliance Protectron from Alinda Capital.
    • TPG Capital L.P. in its acquisition of a majority stake in Cirque du Soleil.
    • Tim Hortons Inc. in its $12.5 billion merger with Burger King.
    • Manulife Financial Corporation in its $4 billion acquisition of the Canadian-based operations of Standard Life plc.
    • Royal Bank of Canada, The Toronto-Dominion Bank, Canadian Imperial Bank of Commerce, Bank of Nova Scotia, Bank of Montreal in connection with the development of 2015 Payment Security White Paper.
    • Ventas Inc. on its $980 million acquisition of independent living seniors housing communities from Holiday Retirement Corp.
    • H.I.G. Capital LLC in its acquisition of ATX Networks Holdings Canada Corp. and ATX Networks.
    • Chemtrade Logistics Income Fund in connection with the sale of its Montreal East sulphur removal and compliance services business to Suncor Energy Products Inc.
    • TELUS Corporation in its acquisition of Public Mobile for approximately $250 million.
    • 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.
    • McGraw-Hill Education in the sale of its K-12 Education Business to Nelson Education
    • 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.
    • 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 in its acquisition 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.
    • 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.
    • 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.

Chambers

  • Chambers Canada: Canada’s Leading Lawyers for Business, 2016-2019: Competition/Antitrust: Nationwide - Canada.
    • ...a "fantastic resource for competition law,"
    • ..."is excellent in navigating complex regulatory situations. She's strategic but also practical and understands business."
  • Chambers Global: The World’s Leading Business Lawyers, 2018: Competition/Antitrust.

Lexpert

  • The Canadian Legal Lexpert Directory, 2015-2018: Consistently Recommended, Competition Law.
  • The Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada, 2017: Competition/Antitrust.
  • The Lexpert Guide to the Leading US/Canada Cross-border Litigation Lawyers in Canada 2017: Competition Law.

Legal 500

  • The Legal 500, 2018: Leading Lawyer, Competition & Antitrust.

Best Lawyers

  • The Best Lawyers in Canada, 2006-2019: Competition/Antitrust Law.

Who’s Who Legal

  • Who’s Who Legal: International - Competition 2018.
  • Who’s Who Legal: Canada - Competition 2018.

Expert Guides

  • Expert Guides: The Legal Media Group Guides to the World’s Leading Lawyers, 2013-2018: Competition and Antitrust.
  • Expert Guides: The Legal Media Group Guides to the World’s Leading Lawyers, 2013-2018: Women in Business Law.
  • Expert Guides: Leading Practitioners in China: Competition and Antitrust – International.

  • Canadian Bar Association, a Former Chair of the National Competition Law Section
  • American Bar Association, Section of Antitrust Law
  • American Bar Foundation, Life Fellow
  • Women’s White Collar Defense Association

  • Vertical Practices: Still more abuse”, The Canadian Institute’s 2016 Forum on Competition Law, November 9-10, 2016.
  • Economists Roundtable with the Competition Bureau, covering the recently updated Competition Bureau Intellectual Property Enforcement Guidelines, Canadian Bar Association Competition Law Section’s Economics and Law Committee, April 27, 2016.