Summary Section Content 1Boards and special committees need advice from experienced professionals in the context of transactions and in the day-to-day operations of their governance structure. BLG’s Corporate Governance and Special Committees Group can assist in the public, private and not-for-profit sectors. In particular, the group focuses on assisting boards of directors and trustees, committees of boards, management, shareholders and other stakeholders of public issuers. The group offers extensive experience, along with thorough, up-to-date knowledge of current developments in the corporate governance area, both in Canada and internationally. As part of our corporate governance advisory practice, we can assist you with identifying potential issues and devising proactive solutions. The group has access to the multidisciplinary expertise of professionals across our full-service firm. We regularly assist clients with corporate governance issues relating to board and committee mandates and processes, governance policies, investigations, reviews and reports, director and officer liability issues, conflict of interest matters, going private and related party transactions. The group has also acted on behalf of special committees for the board of directors of public companies, on a variety of assignments and transactions. While the role of governance counsel may vary, we strive to deliver the most efficient and best possible service to our clients, ensuring we do not unnecessarily duplicate services already available to the client. Publications Section Content 2 "Alberta to Join the CSA on Disclosure of Diversity Practices", October 2016"105-day Take-Over Bids — What Impact on Take-Over Defences?", February 2016"Forum Selection By-laws Emerging in Canada", November 2015"Home Field Advantage: Forum Selection By-Laws Emerging in Canada", November 2015"ISS and Glass Lewis Release 2016 Canadian Proxy Voting Guidelines", November 2015"Private Placement Permitted by Take-over Target", November 2015"Outsiders On The Inside: A Cross-Border Insider Trading Case Study", October 2015"Why Is It So Hard To Sue Trustees of a REIT?", September 2015 Rankings & Recognition Section Content 3The Corporate Governance and Special Committees members are recognized in:The 2017 edition of The Best Lawyers in Canada®.The 2015 edition of Who's Who Legal – The International Who's Who of Corporate Governance Lawyers. Representative Work Section Content 4Corus Entertainment Inc. in its acquisition of Shaw Media Inc. from Shaw Communications Inc. for C$2.65 billion The Board of Taseko Mines in its proxy fight with Raging River Capital The Board of Directors of Eldorado Gold in its C$900 million sale of assets to China National Gold Far West Mining Ltd. in its C$725 million cash-and-share acquisition by Capstone Mining Corp. MI Developments in the transaction proposed by certain Class A Shareholders and the Stronach Shareholders resulting in the elimination of the multiple voting share structure of MID and the transfer of certain assets, valued at approximately US$675 million Noranda Income Fund in arrangements with its primary service supplier, considering financing and structural alternatives, reviewing a proposal by Xstrata and dealing with dissident shareholders TransGlobe Apartment REIT in a related party transaction involving the acquisition of approximately C$277 million of properties from a related party Matrikon Inc. in an auction process resulting in the acquisition of Matrikon by Honeywell MI Developments in considering proposals for the refinancing of Magna Entertainment Corporation the direction of the Chapter 11 filing by MEC and financing of and acquisitions as a result of such filing Medisys Health Group Income Fund in its C$48 million going private transaction by way of an insider bid Osprey Media Income Fund in its acquisition by Quebecor Media Inc. Countryside Power Income Fund in its C$218 million acquisition by Fort Chicago Energy Partners The Trustees of the KCP Income Fund in connection with a review of strategic alternatives, sales process and completion of a C$450 million transaction whereby it was sold to Caxton Iseman Capital Inc. VFC Inc. in its C$325 million take-over by The Toronto-Dominion Bank Regalito Copper Corp. in its C$151 million take-over by Pan Pacific Copper Co., Ltd. YMG Capital Management Inc. in its C$44.7 million acquisition by way of plan of arrangement by Fiera Capital Management and 4186125 Canada Inc. Extendicare Inc. in its plan of arrangement transaction and spin off of Assisted Living Concepts Inc. and the conversion of Extendicare Inc. into a Canadian real estate investment trust Noranda Inc. in its C$2.5 billion take-over of Falconbridge Ltd. MI Developments in a proposed insider bid by the Stronach shareholders The Special Committee of the Board of Economical Insurance in connection with proposals for demutualization in accordance with changes in insurance law and regulations.The independent committee of the Board of Orvana Minerals Corp. in connection with a related party transaction.The independent committee of a listed company carrying on business in China in connection with a potential privatization.