Howard M. Drabinsky Partner Toronto Tel : 416.307.4033 Fax : 416.304.3750 Email : howard.drabinsky@mcmillan.ca VCard :

Professional Activities

Howard Drabinsky has been a partner at the firm since 1987 and is a recognized leader in the corporate community, serving as an officer and director of many public and private companies.

Howard's particular expertise is in mergers and acquisitions, corporate finance and regulatory matters. He works with publicly and privately owned clients in a wide range of industries, including information technology, entertainment, gaming, manufacturing, transportation, consumer products, and financial services. A particular strength of Howard's transactional practice is the ability to facilitate cross-border business combinations, asset purchases and sales, and distribution arrangements. He is well versed in all sources of public and private transactional financing, and his comprehensive guidance from start to finish in a deal can include everything from entity structure and governance to regulatory approvals.

Howard also advises Boards and senior management on commercial matters including corporate governance, regulatory compliance and shareholder relations, including controversial shareholder litigation. Because he frequently deals with owner-managed businesses, he is familiar with the special challenges involving relationships among business partners and family members. In all aspects of his counsel to senior executives, Howard takes a wide-ranging perspective that extends beyond the immediate transaction or controversy, as he works to ensure that the results reflect the company's broad strategic objectives and business goals.

Because he deals with the most sensitive financial and governance issues, Howard's tact and discretion are appreciated by all of his clients. He is attuned to the differing perspectives of multinational participants at the bargaining table. Howard's extensive service as a corporate officer and director gives him a unique perspective on the concerns and responsibilities of senior management, allowing him to work closely in partnership with them as a seasoned counselor, advisor and colleague.

Special Recognition

• Received a "BV" Peer Rating from Martindale-Hubbell

Memberships

• Canadian Bar Association
• International Masters of Gaming Law

Directorships

• Carthew Bay Technologies Inc.
• Volunteer Director, Integrative Management Challenges Course, University of Toronto, Joseph L. Rotman School of Management.

• Acted for Mirvish Productions in the purchase of Toronto's Canon and Panasonic Theatres from Key Brand Entertainment
• Acted for Deluxe Vancouver Ltd., a division of the Deluxe Entertainment Services Group Inc., when it acquired Rainmaker Entertainment Inc., a division of Rainmaker Income Fund, along with Visual Effects UK Limited, Rainmaker's visual effects operation in London, England, for approximately C$31 million
• Acted for Mylan Inc. when it completed its 4.9 billion (US$6.8 billion) acquisition Merck KGaA's generics business to become one of the largest quality generics and specialty pharmaceuticals companies in the world
• Acted for VoiceGenie Technologies Inc., a Canadian developer of speech recognition software products, in its sale to Alcatel
• Other significant clients include public and private companies, owner-managed businesses doing business in domestic and international markets throughout the world. Services include guidance on raising capital through debt and equity financing, entity formation, corporate governance, and structuring of mergers, acquisitions, joint ventures and other transactions within and across national borders
• Advises foreign corporations with respect to expansion into Canada, providing assistance with commercial bank lending and other financing sources, regulatory approvals, and identification of marketing and distribution opportunities
• Advisor on the financial restructurings and contentious shareholder disputes involving public and private corporations. Counsels directors and officers on their fiduciary responsibilities and advises on related regulatory approvals and public communication concerns
• Advisor to the insurance industry in connection with acquisitions, divestitures, licensing, policy development, policy interpretation, the legal and business aspects of marketing insurance products, including distribution agreements and all aspects of direct marketing and regulatory compliance
• Advisor to a U.S. public film production corporation regarding such matters as production and transaction financing, licensing, distribution and related contractual arrangements
• Advisor to a theatrical production corporation regarding such matters as production financing, licensing and related contractual arrangements

Howard frequently speaks at conferences on mergers and acquisitions, corporate governance, and insurance law matters.