Our Team

Patricia A. Koval

Partner

	Direct: 416.865.7356 Office: Toronto Fax: 416.865.7380 Email: pkoval@torys.com

	Pat is repeatedly recognized as a leading corporate and M&A lawyer in Canada.

Practice

Pat Koval's practice focuses on corporate and securities law, with emphasis on corporate finance (including investment funds), mergers and acquisitions, and governance.

Pat regularly acts for issuers and investment dealers in structuring international, cross-border and domestic public and private financings of equity, debt and other securities, and in the design of enhanced or new financial products and services. She has extensive experience in acting for sponsors, managers and distributors of REITs, listed closed-end funds, ETFs, hedge funds, principal-protected notes, mutual funds, pooled funds and other structured products. In particular, Pat has over 20 years of experience in REITs. She led the team that created the Canadian REIT structure in 1993 and she has since represented many Canadian, cross-border and international REIT issuers and their sponsors and managers, as well as investment dealers, in IPOs and public and private equity and debt financings. In IPOs, most recently, Pat led the team representing the underwriters in the Agellan REIT IPO.

Pat also regularly acts for issuers, financial advisers and potential acquirors in structuring acquisitions, dispositions and reorganizations, including takeover bids, arrangements, privately negotiated acquisitions and going private transactions, as well as for issuers or dissidents in proxy contests for control. She has led a significant number of domestic and cross-border public takeover bids, negotiated acquisitions and proxy contests. Recent M&A transactions include representing: Hindalco Industries in its acquisition of Novelis; K+S Aktiengesellschaft in the Canadian aspects of its acquisition of Morton International; and Aditya Birla Group in the Canadian aspects of its acquisition of Columbian Chemicals. Recent proxy contests include acting for the dissidents in the proxy contest for control of the management of the Citadel Group Funds, and for management of Helix BioPharma in its proxy contest. Pat has taught a senior course on M&A and proxy contests at University of Toronto Law School for many years, and she co-teaches a similar course in the University's Global Professional Master of Laws programme.

Pat has extensive experience in advising on governance matters, including for public companies, investment funds, REITs and non-profit corporations. In the REIT area, she has extensive experience in dealing with external management issues and internalizations. She regularly advises on shareholder activism matters.

Pat is also the co-founder and co-chair of the firm's India Group and she is a member of the Board of Directors of the Canada-India Business Council. With her integrated expertise, Pat is also active in the developing area of climate change.

Recognitions

Chambers & Partners’ Chambers Global: World’s Leading Lawyers for Business, The Client’s Guide 2013—Leading lawyer in corporate/M&A (Canada and India) and in climate change (global)

Lexpert/American Lawyer’s Guide to the Leading 500 Lawyers in Canada, 2012-2013—Leading lawyer in corporate finance and securities

Lexpert/Thomson Reuters' Canadian Legal Lexpert Directory, 2012—Most frequently recommended practitioner in corporate finance and securities; consistently recommended in investment funds and asset management; repeatedly recommended in corporate commercial law and in M&A

Best Lawyers in Canada, 2011-2013—Leading lawyer in corporate, mutual funds, and securities

Law Business Research’s Who’s Who Legal, The International Who’s Who of Business Lawyers, 2008-2012—Leading lawyer in private funds

Practical Law Company’s Which Lawyer? 2009-2012—Highly recommended Canadian lawyer in investment funds, and recognized in capital markets: debt and equity

Chambers & Partners’ Chambers Global: World’s Leading Lawyers for Business, The Client’s Guide 2011-2012—Leading lawyer in climate change (global)

Lexpert's Special Law Inserts appearing in The Globe and Mail's Report on Business Magazine 2011—Most frequently recommended lawyer in corporate commercial, and corporate finance and securities

Lexpert/Thomson Canada’s Canadian Legal Lexpert Directory, 2010-2011—Most frequently recommended practitioner in corporate finance and securities, and investment funds and asset management; repeatedly recommended in corporate commercial law and in M&A

Lexpert/American Lawyer’s Guide to the Leading 500 Lawyers in Canada, 2009-2011—Leading lawyer in corporate finance and securities, and investment funds and asset management

Lexpert's Cross-Border Guide to the Leading U.S./Canada Cross-Border Corporate Lawyers in Canada, 2009-2010—Leading cross-border practitioner in corporate finance and securities

Law Business Research’s Who’s Who Legal: Canada, 2010-2011—Leading lawyer in private funds

Chambers & Partners’ Chambers Global: World’s Leading Lawyers for Business, The Client’s Guide, 2010—Leading lawyer in corporate/M&A and climate change (global)

Woodward White’s Best Lawyers in Canada, 2008-2010—Leading lawyer in derivatives, mutual funds, corporate and securities

Lexpert/Thomson Canada’s Canadian Legal Lexpert Directory, 2009—Most frequently recommended practitioner in investment funds and asset management; repeatedly recommended in corporate commercial law, corporate finance and securities and M&A

Legal Media Group/Euromoney's IFLR1000 The Guide to the World's Leading Financial Law Firms, 2009—Leading lawyer in M&A

Law Business Research’s Who’s Who Legal, The International Who’s Who of Private Funds Lawyers, 2009—Leading lawyer in private funds

Real Time News' LawDay, 2009—Leading lawyer in climate change

Chambers & Partners’ Chambers Global: World’s Leading Lawyers for Business, The Client’s Guide, 2008-2009—Leading lawyer in corporate and M&A

Practical Law Company's Cross-border Capital Markets Handbook, 2008-2009—Recommended lawyer in capital markets

Legal Media Group/Euromoney's IFLR1000 The Guide to the World's Leading Financial Law Firms, 2008—Leading lawyer in M&A

Lexpert/Thomson Canada’s Canadian Legal Lexpert Directory, 2008—Consistently recommended practitioner in corporate finance, and in investment funds and asset management; repeatedly recommended in corporate commercial law and M&A

Practical Law Company’s Which Lawyer? Yearbook, 2008—Recommended Canadian lawyer in investment funds, and recognized in capital markets: debt and equity

Lexpert/American Lawyer’s Guide to the Leading 500 Lawyers in Canada, 2008—Leading practitioner in corporate finance, investment funds and in asset management; repeatedly recommended in corporate/commercial law and in M&A

Practical Law Company's Cross-border Investment Funds, 2007-2008—Recommended lawyer in investment funds

Professional Involvement

Pat frequently participates in domestic and international business conferences and legal education programs focused on corporate finance, mergers and acquisitions, investment funds, directors’ responsibilities and climate change. She is the author of numerous articles in these areas.

Pat promotes legal education in a number of areas through her academic and teaching involvements. As an Adjunct Professor at the University of Toronto Faculty of Law, she teaches a course on takeover bids and proxy contests. She is also a member of the University’s Centre for Environment, where she sits on the Environmental Finance Advisory Committee, and teaches in the Centre's programs. At Osgoode Hall Law School, York University, Pat is a member of the South Asian Advisory Council.

Pat was a member for three years of the Ontario Securities Commission Securities Advisory Committee, a group of lawyers appointed by the government of Ontario to provide assistance in developing and drafting amendments to Canadian securities legislation and policy statements. In 1994 and 1995, she acted as counsel for a task force appointed by the government of Ontario to advise on the feasibility of granting rule-making authority to the Ontario Securities Commission. Subsequently, Pat was retained by the Government of Ontario to advise in the finalization of the rule-making legislation, which was implemented January 1, 1995. More recently, Pat was a member of the Environmental Reporting Advisory Committee of the Ontario Securities Commission, which advised Canadian securities regulators in connection with their October, 2010 publication of disclosure guidance to reporting issuers.

Pat is the immediate Past Chairman of the Board of Directors, and is Counsel to World Wildlife Fund (Canada). She is also a director and Chair of the Legal Committee of the Canadian Federation of Humane Societies and a director of the Living City Foundation and the Kawartha Turtle Trauma Centre. She is also a member of the Greening Greater Toronto Task Force, an initiative of the Greater Toronto CivicAction Alliance.

Selected Publications and Presentations

Queen’s Real Estate Roundtable
Presenter and Panel Organizer, Cross-Border REITs | January 2013

Investing and Acquiring Companies in Canada
Presenter, 2nd Annual Canada-India Business Forum, Delhi | November 2012

RealREIT Conference
Presenter | September 2012

Sandford Fleming Forum
Presenter, Infrastructure and Climate Change Risk | September 2012

Finding Opportunities in Canada
Panel Chair and Panelist, IFLR’s India Outbound Investment Forum, Mumbai | July 2012

How Culture and Language can Impact International M&A Activity
Panelist, CCCA World Summit and National Spring Conference, Montreal | April 2012

CCCA World Summit Conference
Presenter, How Culture and Language Impact M&A Activity | March 2012

OTC Derivative Regulatory Reform: In A Canadian Context
Panelist, Investment Industry Regulatory Organization of Canada Compliance Conference, Toronto | December 6, 2011

Use of Derivatives by Shareholder Activists
Corporate Governance Report, vol. 6, no. 3 | September 2011

Torys’ Capital Markets 2011 Mid-Year Report
Co-author, Torys' Report | July 2011

Canadian OTC Derivatives Regulatory Landscape
Presenter and Panelist, Toronto | March 31, 2011

Meeting Your Environmental Reporting Obligations – A Panel Discussion
Speaker, CICA Conference on Environmental, Social and Governance (ESG) Issues, Renaissance Toronto Downtown Hotel, Toronto, ON | December 6-7, 2010

Developments in the Canadian REIT Market
Panel Chair and Panelist, Commercial Real Estate Forum | October 4, 2010

Carbon Economy Summit
Speaker | September 21, 2010

What Will SIFT, IFRS and Other Regulatory Changes Mean for REIT Investors and Operators in 2011
Panelist, The RealREIT Conference | September 14, 2010

Power to the People: Heightened Shareholder Activism will Continue
Torys’ Video Podcast Series | January 2010

The Law of Climate Change in Canada
Co-author, Canada Law Book (approx. 1200 pages) | 2010

Board Mechanics – Navigating the Waters – Board Meetings and Communications
Presenter, Advising The Public Company Board of Directors, Osgoode Professional Development Conference | March 2010

Financing Strategies: How REITS and REOCS are Facilitating Deal Flow and Capital Requirements in a Tough Market
Panelist, The RealREIT Conference | September 2009

Climate Change Disclosure Heats Up
Corporate Governance Quarterly | Spring 2009
Updated version of article originally published in Corporate Disclosure, vol. 2, no. 2, 2008.

Carbon Risks and Opportunities: Implications for Investment Activity and M&A
Torys' Video Podcast Series: Climate Change | October 2008

Unexpected Effects: Infrastructure Stakeholders May Soon Find Themselves Liable for the Effects of Climate Change
ReNew Canada, vol. 4, no. 5 | September/October 2008

Climate Change: What Hedge Funds and Private Equity Funds Need to Know
Presenter, World Alternative Investment Summit Canada 2008, Niagara Falls, Ontario | September 8-10, 2008

Structural Differences Between Private Equity and Hedge Funds
Co-chair, Insight Conference on Private Equity and Hedge Funds | November 14-15, 2007

New Rules on Short Selling: Canada Regains Its Advantage
Canadian Hedge Watch, vol. 7, issue 5 | November 5, 2007

The Credit Crisis and What It Means to Investors
World Alternative Investment Summit, Montreal, Quebec | November 5-7, 2007

Trends in Corporate Governance
Panelist, Shareholder Activism conference | October 30, 2007

Recent Developments in Offering US and Foreign Investment Funds to Retail Investors in Canada
Lexpert/Thomson Canada's Guide to the Top 100 Industry Specialists in Canada | October 1, 2006

Cross-Border Corporate Finance
Lexpert CCCA/ACCJE Corporate Counsel Directory and Yearbook 2005 | January 1, 2005

Selected Media Highlights

August 29, 2012: The future looks bright for REITs because the demand for residential, retail and commercial tenancies is strong, says Patricia Koval in Financial Post

November 30, 2011: The International Who’s Who of Business Lawyers names Patricia Koval as among the top private funds lawyers in Canada

October 28, 2011: Torys advises WWF Canada in landmark agreement with Coca-Cola

September 27, 2011: Patricia Koval receives Lexpert Zenith Award

September 6, 2011: Torys releases a new video podcast on the significant upcoming changes that will transform the OTC derivatives market

July 12, 2011: The Law of Climate Change in Canada is awarded the Walter Owen Book Prize

June 9, 2011: Patricia Koval participates in CBC Radio roundtable with Indo-Canadian business leaders

March 21, 2011: Chambers Global 2011 names Patricia Koval as one of the world's leading climate change lawyers

June 1, 2010: We are seeing a resurgence of outward-bound interest from Indian clients, says Patricia Koval in Financial Post

February 23, 2010: Chambers Global 2010 names Patricia Koval as a top climate change lawyer globally

February 19, 2010: I enjoy applying my business and legal skills to causes I am passionate about, says Patricia Koval in Investment Executive

March 30, 2009: Torys' WWF Earth Hour Reception a Success

January 15, 2009: Companies should make thoughtful, prudent planning decisions about climate change, says Patricia Koval in CA

October 1, 2008: The financial crisis presents buying opportunities, says Patricia Koval in The Globe and Mail

September 10, 2008: Strategy is key in hostile takeover situations, says Patricia Koval in Financial Post

April 20, 2008: Chambers Global names Krista Hill, David Dell, Jonathan Weisz, Scott Bomhof, Patricia Koval and Michael Feldman as top infrastructure and energy lawyers

April 18, 2007: In India, the drive and response to business is incredible, says Pat Koval in The Globe and Mail

March 8, 2007: Nourishing Indian ties pays off for Torys, in Toronto Star

March 8, 2007: A line will need to be drawn between a REIT's passive ownership and its operation of a business, says Patricia Koval in The Globe and Mail

March 1, 2007: Canadian equity funds and companies with business connections with India are interested in Indian infrastructure, says Patricia Koval in Lexpert

February 14, 2007: Torys' deal maker to help bring India to the world, says The Globe and Mail

February 13, 2007: Indian companies' ambitions to target North American and European companies is only logical, says Patricia Koval in Financial Post

Practice Areas and Industry Groups

Climate Change and Emissions Trading Corporate and Capital Markets Derivatives Equity Financial Institutions Income Funds and REITs India Infrastructure and Energy International IPOs Managed Assets Mergers and Acquisitions Mining and Metals Securities Underwriting Water

Bar Admissions

Ontario, 1983

Education

LLB, 1981
Osgoode Hall Law School, York University

MBA, 1981
Schulich School of Business, York University

BA Hons. (Economics, summa cum laude, Governor General’s Gold Medal), 1977
York University