Rosalind Morrow

Rosalind Morrow  


Executive Summary

Rosalind Morrow is a partner in the Toronto office of Borden Ladner Gervais LLP. She practises corporate and securities law, with a particular emphasis on financial services and mining sector financings and acquisitions, project and government financings, and corporate governance. Rosalind is a member of the Firm's Securities and Capital Markets Group.

Rosalind regularly advises issuers, underwriters and investors in connection with debt and equity offerings and investments, including domestic and trans-border public offerings and private placements, capital restructurings, and corporate and securities law compliance. She also regularly represents government and private sector corporations, investors and lenders in connection with debt offerings, project financings and public-private partnerships.

Rosalind was seconded to the Ontario Securities Commission in 1988-90 as staff counsel in the corporate finance, enforcement and takeover bid branches, where she participated in various policy initiatives including drafting of Commission Notice re Use of Special Warrants, 12 OSCB 2168.

Representative Work

  • Representing Canada Mortgage and Housing Corporation on the structuring (including risk management strategy) and implementation of its Canada Mortgage Bond program and the fully underwritten offerings (to date) of over C$200 billion in CMB bonds since program launch in 2001.
  • Representing Tanzanian Royalty Exploration Corporation as lead negotiator of joint venture project with the State Mining Corporation of Tanzania to re-develop the Beckreef Gold Mine in Tanzania.
  • Representing Canadian Federal Government on its $125-billion emergency funding program for Canadian banks launched in the 2008 financial crisis called the Insured Mortgage Purchase Program (comparable to the U.S. TARP Program).
  • Representing Canada Mortgage and Housing Corporation on the restructuring of the $32 billion asset-backed commercial paper (ABCP) market in Canada and its participation in the Pan-Canadian Investors' Committee overseeing the restructuring (2007-2009).
  • Representing RFA Capital Corporation on its underwriting of the B and unrated-piece tranches of an aggregate $2.32 billion (approximate) in commercial mortgage-backed securities offered by Claret Trust, Column Canada Issuer Corporation, Solar Trust, Merrill Lynch Financial Assets Inc., Schooner Trust and Real Estate Asset Liquidity Trust (2002-present).
  • Representing Clarington Corporation, an independent mutual fund company, on its $280- million takeover by Industrial Alliance in January 2006 and initial public offering in March 2005 by way of primary and secondary offering.
  • Representing Sprint Corporation of Kansas City, Missouri in restructuring of all equity and $2.6 billion in senior debt of Call-Net Enterprises Inc., the TSX-listed parent of Sprint Canada Inc. by way of Court-approved plan of arrangement.
  • Representing Sprint Corporation in the proxy contest for control of Call-Net Enterprises Inc. (Toronto Stock Exchange– and NASDAQ-listed parent of Sprint Canada Inc.) launched by Crescendo Partners, L.P. of New York.
  • Representing Canadian Broadcasting Corporation on the C$800 million syndicated bank financing and C$400-million refinancing by way of public bond offering of its Canadian Broadcasting Centre project in downtown Toronto.
  • Representing dissident holders of US$65 million in gold bonds of Canadian Pacific Limited in connection with that company's C$6 billion debt and equity restructuring, in which the dissidents were successful in obtaining substantial amendments to the restructuring in their favour.

Publications & Presentations

  • Co-Author, “Bank of Canada Makes History with New Monetary Policy Announcement,” Securities Mosaic and Practical Law Company, May 2009.
  • Author, “Canadian Banks' Use of Government Aid Declining,” PLC Global Finance – Canada, April, 2009.
  • Author, Origins of the Financial Crisis in Canada – Impact of Government in Intervention, Impact on Capital Markets, and Credit Default Swaps and Derivatives,” PLC Global Finance – Canada, February 2009.
  • Speaker, “New Secondary Market Civil Liability – Where Are We?” Professional Women's Symposium Association Conference: “Ethics – A Professional and Personal Interface,” October 2007.
  • Speaker, “Are Two Jurisdictions Enough? An Update on MJDS, Nasdaq and Stock Exchange Initiatives,” Strategy Institute Conference: “Avoid the Pitfalls of Continuous Public Disclosure,” June 2000.
  • Speaker, “Canadian Government Financial Support Programs for Canadians Doing Business Overseas,” Pan Pacific Conference: “Making Your Business Work in the Pacific Rim,” July 1999.
  • Author, “Regulation of Derivatives in Canada,” The Paribas Derivatives Handbook 1993/4, Euromoney Publications, January 1994.
  • Speaker, “Legal Structure of Securities Regulation and Offerings in Canada,” Canadian Bar Association Conference: "Banking and Securities Law Seminar," Warsaw, Budapest and Prague, June 17, 22 and 26, 1993.
  • Co-Author, “Derivatives, An International Guide - Special Report on Canada,” Supplement to International Financial Law Review, Euromoney Publications, January 1992.

Rankings & Recognitions

  • Women’s Law Association of Ontario President’s Award (1994)