©2019 by Heather Zordel

Curriculum Vitae

Profile

Heather Zordel is a lawyer with extensive experience in corporate finance, securities regulatory compliance and corporate governance. A partner in the Securities Group at Gardiner Roberts LLP, she is also a Co-Director and Course Director for the Osgoode LL.M. program in securities law. She is a Bencher of the Law Society of Ontario, a part-time Commissioner of the Ontario Securities Commission, a part-time adjudicator for the Law Society Tribunal, and a Member of the Board and Audit Committees of Toronto Hydro Corporation and the Lawyers’ Professional Indemnity Company (LawPro). She is also on the Board of the Condominium Authority of Ontario. Ms. Zordel is a former member of the federally-appointed Expert Panel on Securities Regulation and a past chair of the Securities Advisory Committee to the OSC. Her early work experience included a number of years as a lawyer for the Toronto Stock Exchange. She was a contributing author for the Carswell book “Corporate Finance for Canadian Executives.” Ms. Zordel has a Bachelor of Commerce from the University of Saskatchewan and a LL.B./J.D./LL.M. (Securities) from Osgoode Hall Law School, and is an ICD member.

Education & Awards

  • LL.M. in Securities Law, 1998, Osgoode Hall Law School (December 31 for PIF purposes)

  • J.D./ LL.B., 1987, Osgoode Hall Law School; Called to the Bar (Ontario), 1989 (June 30 for PIF purposes)

  • Bachelor of Commerce, October 25, 1986, University of Saskatchewan 

  • Fellow of the Canadian Securities Institute, 1992, having completed the Canadian Securities Institute’s

  • Canadian Investment Finance (Parts I and II), Canadian Options course, Canadian Futures Course an

  • Canadian Securities Course; The Options Institute Retail Brokers Course (The Chicago Board Options Exchange), 1993

  • Cassels Brock Award, Osgoode Hall Law School, 1987

  • Dean’s Honour List, 1982-84, College of Commerce, University of Saskatchewan

  • Undergraduate Scholarship, 1982 and Government of Saskatchewan General Proficiency Award, 1981

 

Ratings, Appointments, Professional Affiliations & Activities

  • Member of the Ontario Bar, LSUC #30182B since March 31, 1989

  • Bencher of the Law Society of Ontario, member of Audit & Finance Committee, Government & Public Affairs Committee and Entity Regulation Task Force – January 25, 2018 to present

  • Ontario Securities Commission Part-Time Commissioner – February 2019 to present

  • Law Society of Ontario Tribunal Part-Time Adjudicator – August 2018 to present 

  • Board of Directors and Audit Committee Member (former interim audit committee chair), 
    Toronto Hydro Corporation
    – December 2015 to present

  • Board of Directors and Chair, Toronto Hydro Energy Services Inc. – December 2015 to present, Chair effective December 2016

  • Board of Directors and Audit Committee Member, LawPro (Lawyers Professional Indemnity Company) – August 2018 to present

  • Board of Directors, Condominium Authority of Ontario (Provincial Crown) – December 2018 to present

  • Member of the Expert Panel on Securities Regulation, February 2008 to February 2009 (appointment of Hon. Jim Flaherty, Minister of Finance) – The panel’s January 2009 report made proposals for a national securities regulator that are being progressed 

  • Chair of Ontario Securities Commission Securities Advisory Committee, January 2011 to January 2014

  • Co-Director and Adjunct Professor, LL.M. (Securities Law) Program, Osgoode Hall Law School, under various titles from 2000 to present  

  • Executive Vice President, Board Member, Executive Committee Member, Development Committee Member, previously Finance Committee and Membership Committee Chair – Albany Club of Toronto, 2006 to 2016

  • Board Member and President – MTCC 949 Condominium Corporation (77-99 Harbour Square, Toronto), 2003 to 2014; President in 2013

  • Board of Directors and Finance Committee Member – Metro Toronto Convention Center, 1996 to 2003 

  • Committee Member, Ontario Bar Association – 2015 to present

  • Moot Court Judge – Davies Ward Phillips & Vineberg LLP Canadian Corporate/Securities Law Moot, 1997 through 2017 and Factum Judge in 2004

  • Listed in Canadian Legal Lexpert Directory 2016-2018 as repeatedly recommended in categories of Corporate Mid-Market and Corporate Finance & Securities; 2014-2015 – a leading lawyer in categories of Corporate Mid-Market and Corporate Finance & Securities

  • Listed in 2016 Lexpert Guide to the Leading US/Canada Cross-border Corporate Lawyers in Canada 

 

Empolyment

  • Gardiner Roberts LLP, Partner – February 2016 - Present

  • Cassels Brock & Blackwell LLP, Partner– April 2006 - January 2016

  • Fraser Milner Casgrain LLP (Now Dentons), Partner – October 1998 - March 2006

  • Smith Lyons, Barristers & Solicitors (Now Gowling WLG), Associate – January 1997 - October 1998

  • The Toronto Stock Exchange – 1990 - 1996

    • ​Manager, Listed Company Regulation (1995 – 1996)
      Counsel, Market Policy (1990 – 1995)

  • McMaster Meighen, Barristers & Solicitors (Now Norton Rose Canada LLP) – 1987 - 1990

    • Articling Student and Associate

  • ​Pre-Law Work Experience

    • ​Part-time Flying Instructor and Commercial Pilot, Toronto Island Airport and Regina Flying Club 
      Manager of an Outdoor Swimming Pool, Swimming Instructor, Lifeguard

 

Representative Work

  • Appointed in 2019 as a commissioner by the Ontario Securities Commission for a two-year-term.

  • Senior external counsel to publicly traded companies.

  • Listing companies on TSX and TSXV; listing capital pool companies and completing qualifying transactions; and migrating companies from TSXV to TSX.

  • Counsel for investment funds, mutual funds and for various flow-through limited partnership prospectus offerings with roll-overs to mutual funds; and agents’ or issuer’s counsel for various prospectus, private placement and rights offering financings.

  • Legal counsel to an Independent Review Committee for investment funds.

  • Regulatory compliance for registrants including investment fund managers, portfolio managers, international advisors, exempt market dealers and investment dealers.

  • Representing management / major shareholder in a listed company proxy contest.

  • Securities law advisor to litigation team on an international contract effected by a take-over bid.

  • Advisor in monetization by City of Toronto of interest in a utility through public secondary offering of utility’s debentures.

  • Advisor on securities law elements in connection with the court-supervised sale of two of North America’s largest automakers and in public offering and TSX-listing of one automaker.

  • Advisor to trustee in a contentious income trust restructuring.

  • Expert witness in securities litigation matter.

  • Acting for dealers in prospectus equity financings for three Schedule I banks;

  • Acting as Canadian counsel for U.S.-based mining royalty company in cross-border financing and acquisition transactions including using the Multi-Jurisdictional Disclosure System with the U.S.

  • Corporate governance and executive compensation work for boards of a number of listed companies.

  • Servicing public companies of all sizes in connection with securities regulatory filings and various public company issues.

  • Plan of arrangements and merger transactions; using exchangeable shares; and other M&A work. 

  • Issuer’s counsel for a substantial issuer bid for all outstanding publicly held shares and going private transactions.

  • Making OSC exemption applications for limited partnership restructuring, public offerings, take-over bid, amalgamation and cross-border issues.

  • 2017 applicant in a public-interest case on condominium law interpretation and owners rights to call a meeting.

Teaching & Speaking Engagements

Osgoode LL.M. Teaching – As adjunct professor, co-teaching with Naizam Kanji (OSC) the course “Products, Transactions and Legal Structures (including M&A) in winter 2019; co-taught with Mary Condon “Foundations In Securities Law”, a six-credit course for the Osgoode LL.M. program in fall 2014, 2011 and 2009; taught this program as a three-credit course in 2007; taught six-credit course “Products, Transactions and Legal Structures” in 2015, 2012, 2010 and 2007; and has assisted with other LL.M. courses since 2000 including International Securities Law.

Chairing Conferences – Co-chair of the Intensive Course in Canadian Securities Law and Practice, Osgoode Hall Law School Professional Development, a 12 hour teaching program conducted as to three hours/week in 2008 through 2016 and programmed for 2019, after presenting in the 2007 program; Co-chair of Twelve Minute Securities Lawyer for Law Society of Upper Canada in 2008 after presenting in 2006 and 2004; and Chair for Practical Compliance Issues in Securities and Corporate Law for Osgoode Continuing Legal Education Program, April 2004.

Speaking Engagements on Expert Panel Report in 2009 – Toronto Board of Trade, National Business Law Institute (Vancouver), Canadian Institute Superconference, Kempfelt conference for securities regulators, Canadian Corporate Counsel Spring Conference and BIMA’s Spring Conference.

Presentations – Continuous Disclosure Requirements for Osgoode Short Course on TMX, October 2018 and 2017; Panel for the Annotated Partnership Agreement 2015, Law Society of Upper Canada, Sept 2015 and also in 2013; “EMR – The Changing Faces of Emerging Markets and New Regulatory Guidelines” for Securities Litigation, Insight, September 2012; Panel on “Canadian Securities Regulator Reference to the Supreme Court”  for the Canadian Bar Association Annual Conference, August 2011; Panel on “Can Canada Compete Globally Without One National Regulator?” for FIX Protocol Limited’s Toronto Trading Conference, June 2011; “New Regulatory Standards Impacting Canadian Investment Funds” at Canadian Securities Law Update 2007, Osgoode Hall Law School Professional Development in 2007; “Cross-Border M&A” for CICA’s 2006 National Conference on Income Taxes for Chartered Accountants of Canada, September 2006; Presentation on “Cross-Border M&A: Acquiring a U.S. Business” for The American Chamber of Commerce in Canada, February 2006; “Oversight of the Financial Reporting Process”  for Corporate Reform: A Leadership Program for Enhanced Audit Committee Effectiveness for the Ontario Bar Association Continuing Legal Education, December 2003; “Securities Exchange Act of 1934” for Understanding U.S. Securities Law: Practical Guidelines for Canadian Practitioners, Osgoode Hall Law School Professional Development in November 2003.

Writings

  • 2017 Distillery District Magazine – “Freedom of Choice with Your Condo’s TV & Internet Services”, Condominium Law Issues, December 2017 Vol. 19, http://online.pubhtm

  • 2017 Gardiner Roberts Blogs –  Responsive Market Regulation – Comments on 2017 OSC Paper; Condominium Power Grab: Blurring Personal Choice Line

  • 2016 Gardiner Roberts Blog – Securities Distributions Outside of Canada

  • Final Report and Recommendations, Expert Panel on Securities Regulation – Published by the Government of Canada, January 2009.

  • Newspaper Articles – Letter to the Editor Re:  The Onus is on Ottawa, National Post July 28, 2011, responding to comments made by the Honourable Henry Jackman on the national securities regulator proposal; “Oversight Lapse Helps Fraudsters” – Heather Zordel was featured in September 16, 2009 article which appeared in the Calgary Sun. Heather noted that Canada’s fragmented securities regulation system can allow fraudulent activities to go undetected more easily. She stated that a national regulatory body will harmonize regulations and facilitate detecting patterns of irregular activities.

  • Published Writer – Roundtable Article on IFRS in Financier Worldwide Magazine February 2012; Chapter on Going Private Transactions for book called Advanced Topics in Canadian Corporate Finance, editor Howard E. Johnson, published by Thomson Carswell in 2007;

  • E-Carswell Newsletter – Edited Ontario contributions to monthly electronic newsletter from approximately 1999 to February 2006

  • Unpublished Papers – “Prospects for Demutualization of The Toronto Stock Exchange”, June 1998 unpublished paper used by the TSX board and the OSC staff in determining to demutalize the TSX; “Junior Capital Pools: Taking Another Look”, May 1997 unpublished paper used by regulators in determining to allow JCPs in Ontario; and “Company Registration: Looking to the Future of Integrated Disclosure”, May 1997 unpublished paper.

  • Published Papers – “Administrative Remedies”, 1995 co-authored paper with Timothy Baikie, published in the Interim Report of the TSX’s Corporate Disclosure Committee;  “Who Should be Liable”, 1995 published in the Interim Report of the TSX’s Corporate Disclosure Committee; “Measures of Damages and Limits to Damages”, 1995 published in the Interim Report of the TSX’s Corporate Disclosure Committee.