Michael J. Lang

Senior Partner
Norton Rose Fulbright Canada LLP

Michael J. Lang

Michael J. Lang

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Biography

Michael Lang is a senior partner with 40 years' experience practising corporate and securities law, with a particular emphasis on capital markets transactions, mergers and acquisitions, corporate governance and public company compliance matters. Mr. Lang has served on and acted as counsel to several “blue ribbon” committees examining securities regulatory policy issues, including the Investment Dealers Association of Canada’s Committee on Take-Over Bid Regulation (Zimmerman Committee).

Mr. Lang has handled numerous national and cross-border M&A transactions for Canadian and foreign clients. He has counselled acquirors, target companies, controlling shareholders and institutional investors on take-over bids, issuer bids, going-private transactions, related-party transactions and business combinations.

Mr. Lang has counselled special committees of directors in reviewing and negotiating insider bids, going-private transactions, management buy-outs, reorganizations, arrangements and related-party transactions. He represents financial advisors in advisory, valuation, fairness opinion and acquisition/divestiture assignments.

He has also represented issuers and underwriters in national, cross-border and international public offerings and private placements, and has counselled market participants on regulatory investigations and enforcement matters.

From 1982 to 1983, he was seconded to the Ontario Securities Commission as staff counsel and as legal advisor to the chairman of the commission.


Professional experience

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LL.B., University of Windsor, 1977
B.A., University of Toronto, 1974

  • Ontario 1979

Mr. Lang has acted as counsel to the following clients: 

  • The board of directors of Canadian Oil Sands Ltd. with the defence of Suncor Energy Inc.'s unsolicited take-over bid, which ultimately resulted in a negotiated acquisiton having a total transaction value of $6.6 billion
  • Nortel Networks Corporation and Nortel Networks Limited in connection with Nortel's multijurisdictional insolvency proceedings, including the sale of its CDMA and LTE Access business to LM Ericsson for US$1.1 billion; the sale of its Enterprise Solutions business to Avaya Inc. for US$915 million; the sale of its Optical Networking and Carrier Ethernet business to Ciena Corp. for US$769 million; the sale of its GSM/GSM-R business to LM Ericsson and Kapsch CarrierCom AG for US$103 million; the sale of its CarrierVoIP and Applications Solutions business to GENBAND, Inc. for US$282 million; and the sale of its residual patent portfolio to a consortium consisting of Apple, EMC, Ericsson, Microsoft, Research In Motion (now BlackBerry) and Sony for US$4.5 billion
  • Nortel Networks Corporation and the special committee of its board of directors in connection with BCE Inc.'s spin-off of its 35% shareholding in Nortel by way of a plan of arrangement having a transaction value over $85 billion
  • Turquoise Hill Resources Ltd. in connection with a financing package from its majority shareholder, Rio Tinto, for the development of the Oyu Tolgoi copper, gold and silver project in southern Mongolia, consisting of a US$600 million secured bridge loan facility and an underwritten US$2.4 billion rights offering
  • Raymond James Ltd. with its formal valuation and fairness opinion prepared for the independent committee of the board of directors of Dalradian Resources Inc. in connection with the acquisition of Dalradian by Orion Mine Finance, Osisko Gold Royalties Ltd. and certain members of Dalradian's senior management by way of a plan of arrangement having a transaction value of $106.7 million.
  •  International Financial Law Review 1000, Canada: Mergers and Acquisitions (Highly Regarded), 2012- 2019
  • Best Lawyers in Canada, 2008-2019: Corporate Law; Mergers & Acquisitions Law
  • Canadian Legal Lexpert Directory, 1999-2016 recommended in Corporate Finance & Securities
  • The International Who’s Who of Corporate Governance Lawyers, 2013-2017
  • Chambers Global: Canada, 2008-2013: Corporate/M&A
  • PLC Which Lawyer? Canada, 2007-2011: Corporate Law/Mergers and Acquisitions
  • The Legal Media Group Guides to the World's Leading Lawyers, 2009-2012: Mergers and Acquisitions
  • “The Regulator as Policy Maker, Enforcer and Adjudicator: Is Bifurcation the Answer?” 10th Queen’s Annual Business Law Symposium, Kingston, ON, 2003.
  • “Auditor Independence and the Public Interest: Recent Developments” (jointly with Michael Bennett), Insight, Toronto, 2003.
  • “Liability for Financial Reporting and Other Continuous Disclosure,” Insight, Toronto, 1999.
  • “Surfacing Value and Institutional Influence on Corporate Governance,” The Canadian Institute, Toronto, 1998.
  • “Liability for Continuous Disclosure,” Federated Press, Toronto, 1997 and 1999.
  • “Liability for Continuous Disclosure,” 8th Annual Corporate Secretaries Congress, Toronto, 1998.
  • “Take-Over Bids, Related Party Transactions and Early Warning System,” Dialogue with the OSC, Toronto, 1996.
  • “Changing Take-Over Bid Rules,” The Canadian Institute, Toronto, 1996.
  • “‘Poison Pills’ - The Role of the Institutional Shareholder,” 16th Annual Securities Law Practitioners’ Institute, Cambridge, ON, 1996.
  • “OSC’s Proposed Early Warning Rule,” Financial Executives Institute Canada, Toronto, 1996.
  • Securities Advisory Committee to the Ontario Securities Commission (1994-99)
  • Director, Sanofi Pasteur Limited (1990-2010)
  • Canadian Advisory Board Member, Sanofi Pasteur Limited (2010-2016)
  • Former director and Vice-Chair, St. Joseph’s Health Centre, Toronto (2001-2013)