Wayne D. Gray Partner Toronto Tel : 416.865.7842 Fax : 416.865.7048 Email : wayne.gray@mcmillan.ca VCard :

Wayne Gray's practice focuses on acquisitions and divestitures, secured transactions, private equity and venture capital investments, incorporations, non-corporate investment vehicles such as limited partnerships, share recapitalizations, shareholder agreements, shareholder disputes, minority squeeze-outs, D&O liability, corporate governance, independent committees, non-profit corporations and general corporate-commercial transactions.

Wayne regularly consults for Industry Canada on corporate policy matters and has written several policy statements and reports for the Corporations Directorate.

Wayne has been qualified as an expert in corporate law in proceedings before the Ontario Superior Court of Justice and provides expert evidence in lawyers' malpractice litigation.

Wayne acts primarily for mid-market companies. These companies operate in a wide range of industry classifications including manufacturing (industrial and consumer), distribution, building products, construction, energy, mining, insurance brokerage, private schools, professional services, health services, automotive, resort operations, retail and technology.

Wayne also acts for not-for-profit ("NFP") corporations (including international industry associations, professional self-governing organizations, trade associations, registered charities, private schools and health care organizations). 

Listed as a Leading 500 Lawyer in Canada in the 2011 Lexpert® / American Lawyer® Guide and as Most Frequently recommended in the category of Mid-Market Corporate Law by Lexpert.

• Representing a financial institution in the acquisition of TMX Group Inc., The Canadian Depository for Securities Limited and Alpha Exchange Inc. by Maple Group Acquisition Corporation (closed September 2012)
• Represented DecisionPoint systems, Inc., a U.S. reporting company, in its acquisition of Apex Systems Integrators Inc. (closed June 2012)
• Represented a member of the consortium as developer of the 2015 Pan/Parapan American Games Athletes' Village Project (closed December 2011)
• Represented privately-held manufacturer based in Sarnia in the sale of its business to Canerector Inc. (closed April 2011)
• Represented TPG (Texas Pacific Group) in Compton Petroleum Inc.'s plan of arrangement under the Canada Business Corporations Act ("CBCA") whereby Compton converted approximately $240 million in unsecured notes into equity and raised $50 million by way of rights offering (closed August 2011)
• Represented DecisionPoint Systems Inc. in its cross-border reverse take-over of Comamtech Inc. by plan of arrangement under the Ontario Business Corporations Act (closed June 2011)
• Represented Marathon Funds in sale of its interests in two Montréal-area hotels to the remaining limited partners (closed June 2011)
• Represented bondholders of World Color Press Inc. (formerly, Quebecor World Inc.) in the partial payout and conversion of remaining debt into US$100 million in convertible, preferred shares
• Represented senior secured term lenders holding US $1.4 billion in their conversion of debt into 97.5 per cent of the issued common shares in Masonite International Inc. pursuant to the CBCA
• Represented American Honda Motor Co., Inc. in the sale of the assets of FuelMaker Corporation, an Ontario-based CNG refuelling products manufacturer to MTM S.r.l., a wholly-owned subsidiary of Fuel Systems Solutions, Inc.
• Represented The Matrixx Group, Inc., a division of Citadel Plastics, in its purchase of the plastics compounding business of Aclo Compounders Inc., a wholly-owned subsidiary of Mitsubishi Corporation, and in the relocation of the business from Cambridge to Guelph, Ontario
• Represented J.P. Morgan Chase and ad hoc committee of noteholders on US$1.2 billion recapitalization of Tembec Inc. and advance of US$300 million new secured term loan
• Represented SABIC Innovative Plastics in Canada on its $11.8 billion acquisition of GE Plastics, including its secured and unsecured financings in Canada
• Represented the board of directors of Top Aces Inc. in the sale of the company to Discovery Air Inc.
• Assisted a multinational entertainment company in its acquisition of New Horizon Interactive and Club Penguin
• Represented a German-based multinational manufacturer selling hydroelectric turbines and generators to power authorities in Ontario, Québec, British Columbia, Alberta and Nova Scotia
• Represented the independent committee of the board of directors of a junior TSX-listed precious metal producer in investigating and ousting its CEO and other managers for wrongdoing

Memberships:

• Canadian Bar Association (CBA) - Business Law Section
• Ontario Bar Association (OBA) - Vice-chair, Business Law Section
• OBA – Chair, Corporate Law Subcommittee which advises both the federal and Ontario governments on corporate law reform issues
• CBA delegate to Uniform Law Conference of Canada (ULCC) since 2008
• Member, ULCC Working Group, Report on Uniform and Simplified Trust Indenture Legislation
• Member, OBA Joint Working Group on Bill 65, Ontario Not-for-Profit Corporations Act
• Chair and Reporter, ULCC's Report on the Uniform Income Trusts Act and the draft model statute adopted by the ULCC in September 2007
• Founder and Co-chair – joint working group of the OBA which made three sets of submissions on reform of Ontario's non-profit corporations law
• Co-founded and acted as member of the ad hoc working group of the CBA in preparing submissions on proposed modernization of federal securities transfer rules
• CBA joint working group – prepared a submission on Bill C-4 (Canada Not-for-Profit Corporations Act) and testified on behalf of the CBA before the Commons Standing Committee on Industry, Science and Technology (INDU)
• Toronto Opinion Group – examines emerging issues of concern when giving or requesting third-party legal opinions in commercial transactions
• Ran as candidate for bencher of the Law Society of Upper Canada, 2007

Editorships:

• Specialist editor on corporations law for the Canadian Business Law Journal
• Formerly on the editorial board of OBA's "Briefly Speaking"

Awards

• Award for Distinguished Service, the highest honour bestowed by the OBA, 2006

• Ontario Corporate Law & Practice - looseleaf, Carswell, 2011 to date 
• Québec Business Corporations Act: Commentary and Analysis - Co-author (with Charles Chevrette), Carswell, 2011
• Annotated CBCA – looseleaf, Carswell, 1992 to date
• Annotated OBCA – looseleaf, Carswell, 1994 to date
• "The New Ontario Limitations Regime: Exposition and Analysis" – Co-editor (with Jacob Ziegel, Brian Bucknall and Lisa Kerbel Caplan), OBA, 2005
• "Guide to CBCA Reform: Analysis and Precedents" – Co-author (Casey Halladay), Carswell, 2002
• Wayne has written more than 100 articles on corporate and business law topics, some of which have appeared in the Canadian Bar Review, Canadian Business Law Journal, Supreme Court Law Review, Banking and Finance Law Review, National Banking Law Review, Canadian Tax Journal, Commercial Insolvency Law Reporter, Canadian Securities Law Reporter, Globe and Mail Report on Business and National Post
• Wayne has chaired and spoken at LSUC, OBA, Osgoode Professional Development, Insight and Annual Workshop on Commercial and Consumer Law programs on acquisition finance, advising entrepreneurs, corporate guarantees, corporate jurisdiction shopping, CBCA and QBCA reform, directors and officers liabilities, recent developments in corporate and securities law, alternative business vehicles, opinions, PPSA limitations, Ontario corporate law reform, unlimited liability companies, not-for-profit corporations and corporate governance

A more complete list is available upon request.

February 2013 time is ticking for federal not-for-profit organizations: failure to continue into the new Canada not-for-profit act may result in dissolution corporate bulletin

Winter 2012 Loi annotée sur les sociétés par actions du Québec (Available in French only) Authors: Charles Chevrette and Wayne Gray Éditions Yvon Blais

December 23, 2011 Supreme Court's unanimous ruling sinks Canadian Securities Act (but leaves much to be salvaged) securities bulletin

December 2011 Québec Business Corporations Act : Commentary and Analysis Authors: Charles Chevrette and Wayne Gray Carswell