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Converging Approaches of Delaware and Canadian Courts in M&A Litigation

Speaker(s): Andrew Gray, John Emanoilidis, Mile T. Kurta
Recorded on: Nov. 2, 2017
PLI Program #: 229970

Andrew Gray's litigation practice involves corporate and securities litigation and CCAA matters. In his corporate litigation practice, Andrew focuses on poison pill and other contested transaction matters before securities regulators and the courts; representing and advising corporations, boards and board committees in respect of transactions, proxy fights, governance issues and internal investigations; disputes arising from completed corporate, commercial and corporate finance transactions; and oppression proceedings on behalf of shareholders, corporations and directors.

In his securities litigation practice, Andrew focuses on regulatory investigations and proceedings involving disclosure, options backdating, insider trading and market timing; securities class actions on behalf of issuers, underwriters, directors, officers, income fund trustees and investors; and defending investment dealers and brokers in trading-related matters and class actions. In his insolvency litigation practice, Andrew represents creditors, debtors and directors in CCAA proceedings; and acts for court-appointed officers in bankruptcy and receivership proceedings.

Andrew has appeared as counsel in the Court of Appeal, the Superior Court of Justice, the Ontario Court of Justice and the Supreme Court of Canada and before the Ontario Securities Commission and other regulators.


Andrew teaches securities regulation at the Faculty of Law, University of Toronto. He has lectured in the contested transactions course and the Global Professional LLM program at the Faculty of Law, University of Toronto, as well as in the undergraduate course on corporate and securities disputes and in the LLM programs on corporate transactions and insolvency offered by Osgoode Hall Law School. In addition, the Ontario Securities Commission invited Andrew to teach a 2013 Securities Investigation Training Course, Lessons from Coventree, a course based on OSC rulings on the Canadian investment bank’s failure to disclose material changes to its business leading up to the financial crisis. In addition, Andrew is a co-author of Securities Enforcement, Canadian Securities Law Reporter, published by CCH in 2006. He regularly provides seminars to clients on developments in corporate securities and insolvency law.

As co-head of the firm’s pro bono committee, Andrew is responsible for screening and approving pro bono matters as well as assisting with the supervision and staffing.

The Faculty of Law, University of Toronto awarded Andrew the Dean Cecil A. Wright Key as the graduating student who exhibited the greatest interest in extracurricular work of an academic nature.

Memberships and Affiliations

  • The Advocates’ Society

John Emanoilidis is co-head of the firm’s M&A Practice. His practice focuses on corporate/commercial and securities law, with an emphasis on mergers and acquisitions, and corporate finance. John has been involved with some of the firm’s largest M&A deals, including for BlackBerry, Glencore, Viterra, and Husky International. In 2012, John was a recipient of the M&A Advisor’s 40 Under 40 Award, the only Canadian recipient that year.

John represents domestic and foreign acquirors, targets, special committees, selling shareholders and investment banks in all aspects of M&A (both public and private), including hostile takeover bids, strategic review processes, proxy contests, going-private transactions, private equity transactions and negotiated acquisitions. He has extensive experience in corporate finance transactions, representing issuers, underwriters and investors in domestic and international debt and equity public offerings and private placements. John also provides ongoing advice to public companies on their disclosure, corporate governance and other corporate and securities law obligations.

Representative Work

Best Lawyers' Best Lawyers in Canada—Leading lawyer in corporate law and mergers and acquisitions law (2014-2017)

Legal Media Group/Euromoney’s IFLR1000: The Guide to the World’s Leading Financial Law Firms—Leading Canadian lawyer in M&A (2016-2017)

Chambers & Partners’ Chambers Global: World’s Leading Lawyers for Business, The Client’s Guide—Leading lawyer in corporate/M&A (2014-2017)

Chambers & Partners’ Chambers Canada—Leading lawyer in Ontario, corporate/commercial (2016-2017)

Corporate LiveWire Legal Award—M&A Lawyer of the Year—Canada (2015-2017)

The Legal 500: Leading lawyer in corporate and M&A (2015-2016)

Lexpert's Special Law Inserts appearing in The Globe and Mail's Report on Business Magazine—One of Canada's leading corporate lawyers (2015-2017)

Lexpert/Thomson Reuters' Canadian Legal Lexpert Directory—Leading lawyer in M&A, corporate finance & securities (2012-2017) and corporate commercial law (2015-2017)

Lexpert/Thomson Reuters' Guide to the Leading U.S./Canada Cross-Border Corporate Lawyers in Canada—Leading lawyer in M&A, corporate finance & securities (2012-2017)

Martindale-Hubbell's Peer Review Ratings AV Preeminent Rated Lawyer—Exemplary ethical standards and legal ability

Lexpert's 2012 Rising Stars: Leading Lawyers Under 40—One of Canada's leading lawyers under 40

The M&A Advisor—40 Under 40 Award, 2012 (only Canadian recipient in 2012)


Professional Involvement

John is a member of the Toronto Stock Exchange Listing Advisory Committee. John is the Editor-In-Chief of the Canadian Institute's M&A/Corporate Financing Journal. John was a Contributing Editor of Federated Press' Corporate Financing Journal and Merger and Acquisitions Journal. John was an Adjunct Professor at the University of Toronto Law School, and has also taught as a guest lecturer at Queen's University Law School. He was a co-editor of the fifteenth edition of the Consolidated Bank Act and Regulations (Carswell, 2003) and of the seventh edition of the Consolidated Trust and Loans Companies Act and Regulations (Carswell, 2002).


Mile Kurta is a partner in Torys' Capital Markets Practice. Mile represents both financial institutions and corporate clients in a wide variety of matters, including capital markets transactions, mergers and acquisitions and general corporate advisory work.

Representative Work

Torys' report on SPACs in Canada Quoted in Globe and Mail

July 26, 2016

Professional Involvement

Before joining Torys, Mile practiced at Cravath, Swaine & Moore LLP in New York.