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Sharon G. Druker

Partner

Business Law

Telephone : (514) 393-4014

Fax : (514) 878-1865

Email : sgdruker@rsslex.com

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Sharon G. Druker focuses her practice on commercial and corporate law. She is also Head of the firm’s Corporate Services Department.

Her areas of practice include mergers and acquisitions, the purchase/sale and debt/equity-based financing of businesses, as well as other commercial transactions. She advises individuals, partnerships and corporations of all sizes doing business in Quebec, Canada, the United States and internationally.

Representative Matters

Corporate reorganization (with corporate, tax, employment and intellectual property implications) of the Canadian and U.S. operations of an international, Montreal-based medical products supplier.

Morbern Inc. — Implemented a complex business succession plan for Morbern Inc., a global manufacturer and distributor of decorative upholstery fabrics to the automotive, heavy truck and marine industries. Sharon also assisted the client in connection with the securitization of its United Kingdom assets in favour of its existing Canadian lender, having previously represented the borrower in the initial financing.

Telesta Therapeutics Inc. — Represented Telesta in the negotiation of a new long-term lease for premises in the St-Laurent Technoparc. Telesta is a  biopharmaceutical company focused on the development, manufacturing, commercialization and licensing/acquisition of therapies for the global health market.

Financing of Gladius Pharmaceuticals Inc. — Representing a Montréal-based biotechnology firm for a financing to help the development of medicine to fight multi-drug-resistant infections. Two venture capital firms and the Fonds de solidarité FTQ were also parties to the transaction.

Sale of Groupe Marchand to FYidoctors — Representing the shareholders of Groupe Marchand for the sale of their shares to FYI Eye Care Services and Products Inc. and the association of these two companies. Groupe Marchand operates over 85 clinics in Quebec. Headquartered in Calgary, FYidoctors has thereby become one of the country’s leading suppliers of ophthalmic products and services, with over 450 optometrists in more than 280 locations across Canada.

Sale of Dicom Transportation Group — Sale of Dicom, a major business-to-business transportation company, to a Chicago-based private equity fund. Represented the sellers. Dicom, which has approximately 1,000 employees and generates annual revenues of about $175 million, carries on business in Quebec and Ontario under the Dicom, Dicom Express and GoJiT banners. It operates 25 distribution centers and a fleet of more than 700 trucks, trailers and other vehicles.

Bioniche Life Sciences Inc. — Representing a leading clinical stage Canadian pharmaceutical company focused on the discovery, development, manufacturing, and marketing of proprietary and innovative products in the global human health market, in the sale of its Montréal premises as part of the ongoing divestment of its discontinued animal health division.

Confidential — Represented an apparel company in connection with a loan in excess of $20M from TD Bank.

A J Walter Aviation Limited — Representing A J Walter Aviation Limited (“AJW”), the world’s leading independent provider of integrated aviation services in the acquisition of the assets of the former component repair business of Aveos Fleet Performance Inc.: (i) negotiation of a collective agreement term sheet on behalf of AJW with the Aveos union in record time, a pre-requisite to AJW acquiring the Aveos assets; (ii) preparing AJW’s bid to purchase the assets of the CMC Division of Aveos from the court-appointed Chief Restructuring Officer and Monitor; (iii) negotiating a new lease for downsized premises with the former Aveos landlord; and (iv) assisting  AJW in securing acquisition and operating financing.

Warnaco Inc. — Acted as Canadian counsel to Warnaco Inc. in the simultaneous amendment and renewal of its USD $75 million syndicated banking facilities with its Canadian and U.S. lenders.

Stericycle Inc. — Represented the Canadian operations of Stericycle, Inc., an international waste management company, in the negotiation of a global $1 billion unsecured credit facility renewal, which closed in September 2011, as well as managing the Canadian aspects of its 2011 global restructuring, which included the Canadian entity’s continuance from New Brunswick to British Columbia, its conversion to a British Columbia unlimited liability company, and the amalgamation of a number of its subsidiaries.

Aegera Therapeutics Inc. — Representing Aegera Therapeutics Inc. in its sale to Pharmascience Inc.

Honours

Included under Corporate Law in Best Lawyers in Canada, a major directory of legal professionals based on peer review, since 2015

Named in the 2004, 2006 and 2008 editions of Femmes de tête – Le répertoire des femmes canadiennes qualifiées pour siéger aux conseils d’administration, a directory of women recommended as directors

Winner of the 2006 Award of Excellence from Femmes de carrière en interaction and the 2010 and 2012 Recognition Award from the Association des femmes en finance du Québec

Associations

Canadian Bar Association: Executive Committee of the National Business Law Section (2008–2019); Women Lawyers Forum (2007–-2013); Executive Committee of the Quebec Branch’s Business Law Section — Past Chair (2007–2008), Chair (2005–2007) and Vice-Chair (2003–2005); International Business and Regulations Committee of the International Law Section (2005–2014); Juror for the President’s Prize (1998–1999); Standing Committee on Gender Equality of the Quebec Branch — Chair (1998–1999) and member (1995–2000); Membership Committee of the Quebec Branch (1999–2000); member of the Quebec Branch (1986–)

Quebec Bar: Panorama Committee (2016–), Justicia Committee (2015–); Committee on Cultural Communities (2006–2007)

Montréal Bar: Comité de liaison avec les avocats en droit d’affaires (President, 2018–; member 2015–); Committee on Women in the Profession (2005–2008); Liaison Committee with the Registre des droits personnels et réels mobiliers (2002–2003); Subcommittee on Conférences d’or (1991–1992)

Canadian International Lawyer review: Editorial Committee (2006–2014); Advisory Committee (2014–)

Federation of Law Societies of Canada: Standing Committee on Access to Legal Services (2012–2014)

Women Lawyers Alliance: Consulting Committee (2009–2013)

Lord Reading Law Society: President (1996–1997); Vice-President (1995–1996); Activities Programme Chair (1994–1995); Financial Secretary (1992–1994); Director (1992–); Member (1996–)

Young Bar Association of Montréal: Advisor, Counsel Committee (1992–); Member (1986–1997)

Publications and Conferences

  • Co-author, chapter on Canada in Establishing a Business Entity: An International Guide, International Lawyers Network Corporate Specialty Group, 5th ed, 2018, online: <ly/ILNCorporate5th>
  • Guest lecturer, “Juridical Notions for the Business World” course, Management Programme, HEC Montréal, November 2017
  • Host and analyst for a simulation of a commercial negotiation, Bar of Montréal Continuing Education Programme, October 2017
  • “A Practical Guide to Doing Business in Canada: What You Need to Know About Cross-Border Trade and Investment Under the Canadian Legal Regime”, The Transportation Lawyer (2007)
  • “Commentaire sur la décision de la Cour suprême dans l’affaire Peoples Department Stores Inc. (Trustee of) c. Wise, 2004 SCC 68”, Canadian International Lawyer (2005)
  • “Pardon My French – Language Requirements for Web Sites of Businesses Operating in the Province Of Québec”, Gowlings’ IP Bulletin (2005)
  • “An Update on Drafting Enforceable Penalty, Indemnity, Resiliation, Non-Renewal and Termination Clauses in Commercial Agreements”, InSight (2005)
  • “Building a Solid Foundation on Sand: Drafting Enforceable Penalty, Indemnity and Termination Clauses in Commercial Agreements”, InSight (2004)
  • “Biotech Financing and IP Issues”, Silicon Valley North (2004)

Sharon is a member of the firm’s Continuing Legal Education Committee and has presented training sessions for the Quebec Bar’s obligatory continuing education program on the impact of the new Quebec Business Corporations Act, as well as shareholders’ agreements and director liability. She has also given numerous conferences on business law and on issues of interest to women professionals for associations and organizations such as:

  • Canadian Association of Paralegals
  • Canadian Bar Association — Quebec Division’s Business Law Section
  • Canadian Transport Lawyers Association
  • Centre des études juridiques internationales
  • Concordia University MBA Programme
  • Conseil de planification financière et successorale de Montréal
  • École du Barreau de Montréal
  • Federated Press – Rédaction et négociation des contrats d’affaires majeurs
  • Femmes de carrière en interaction
  • Groupe fonds des professionnels
  • Insight – La négociation et la rédaction de conventions commerciales
  • Institut Canadien – Les conventions d’affaires et le capital de risque – Analyse des enjeux et des opportunités d’affaires sur le marché québécois
  • Massachusetts Continuing Legal Education – Doing Business in Canada
  • New England–Canada Business Council — Technology, commerce and investment
  • New York Women’s Bar Association
  • Technology Law Workshop

Community Involvement

Fondation Alink: Board member (2019–)

Federation CJA, Women’s Philanthropy– Women in the Network (W.I.N.): member of organizing committee and LinkedIn Group co-moderator (2018–)

McGill University, Faculty of Law: Mentor to students in the McGill Law Inspiration NetworK (LINK) program (2015–)

Mount Sinai Hospital Users’ Committee: Member (2014–2018)

Governor, Fondation du Barreau du Québec (2012–2015)

Montréal Mayor’s Foundation: legal advisor (2010–2012)

Jewish Community Foundation of Montréal: Professional Advisory Committee (2009–)

Association of Québec Women in Finance: Juror for the Leadership Prize
(2011–); Director (2006–2009); Co-Leader of Governance (2008–2009) and International Business (2006–2008) Committees; Member (2003–2011)

Montréal Chamber Orchestra: Director (2006–2007)

Diva Foundation: Director and Member of the Entrepreneurship Committee (2004–2006)

YWCA: Member, Selection Committee for Women of Merit (2004–2006)

Montreal Fertility Centre:  Chair, Ethics Committee (2004–2005)

Metropolitan Montréal Chamber of Commerce: Vice-Chair, Business Women’s Action Committee (2001–2002)

Elizabeth House Foundation: Director and Vice-Chair (1994–1998)

Federation CJA / Réseau des femmes en affaires: Co-Chair (1997–1999), Executive Committee (1994–1997)

McGill University Law School : Co-Chair, 10th annual reunion and memorial gift planning committee (1995)

Jewish General Hospital: Investigations Committee (1995–)

Languages

English, French

Education

Les enjeux essentiels dans la gouvernance d’entreprise, L’Institut sur la gouvernance des organisations privées et publiques (IGOPP), 2019

Professional training certificate in European business law, Université européenne d’été, Lyon, 1997

Bachelor of Civil Law and Common Law (Honours), McGill University, 1985

Call to Bar

Ontario, 1990

Quebec, 1986