Kathleen M. Ritchie
Kathleen Ritchie is a partner in Gowling WLG's Toronto office. She is the past head of the Toronto office's Business Law Department and past leader of the Capital Markets/Public M&A team within the firm's Corporate Group (2016-2022), as well as the past leader of the firm's Corporate Finance, M&A and Private Equity Group (2010-2013). She currently serves on the firm’s Board of Trustees. She practises securities and corporate law, and has over 25 years of experience at the firm advising on public and private M&A and corporate finance transactions, as well as securities regulatory and corporate governance matters. Kathleen was recently recognized by her peers in the 2024 edition of The Best Lawyers in Canada in five categories – M&A, Corporate Governance, Corporate, Securities and Mining.
Kathleen is known by her clients and colleagues for approaching her work with a great deal of intensity, integrity and loyalty. She is a strategic and innovative thinker, who likes "leading-edge, never been done before kind of work" and she thrives on solving problems and "getting the deal done."
Kathleen's M&A practice involves providing advice on mergers, acquisitions and divestitures, including plans of arrangement, takeover and issuer bids, asset sales, distressed M&A and other restructuring & insolvency-related transactions, for both public and private companies. Kathleen has been involved in several MI 61-101/related-party transactions, including as counsel to special committees. She has also been ranked in the Lexpert Special Edition: Finance and M&A.
Kathleen's corporate finance practice includes acting on behalf of public companies in capital markets transactions, such as public offerings and private placements of both equity and debt securities. She has experience relating to the creation and acquisition of royalties and streams within the mining industry. She has also been ranked in Who's Who Legal: Mining, Who's Who Legal 100 - Energy & Natural Resources, Lexpert's Leading Canadian Lawyers in Global Mining, Lexpert Special Edition: Mining and the Canadian Legal Lexpert Directory in the area of Mining.
She also advises public companies on securities regulatory requirements, including disclosure requirements, stock exchange and related requirements (e.g., equity compensation plans), regulatory reviews and investigations of disclosure/trading and matters relating to shareholder meetings, including proxy contests and other shareholder activism. Kathleen is a past member of the Ontario Securities Commission's 12-member Securities Advisory Committee.
Kathleen's corporate governance experience includes advising boards of directors and management of public and private companies, as well as not-for-profit organizations, government agencies and regulatory bodies, on corporate governance structures, policies, best practices, as well as external rankings, executive and board compensation, stakeholder activism, and officer and director liability. She is a long-standing member of the Institute of Corporate Directors.
Combining her M&A, securities and corporate governance expertise, Kathleen acted as lead counsel for more than 10 years for the Canadian Securities Transition Office, including on the transactional aspects of the previously proposed transition from the current system of provincial and territorial securities regulators to a cooperative capital markets regulator within Canada.