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Sharon G. Druker, Ad. E.

Partner

Business Law

Telephone : (514) 393-4014

Fax : (514) 878-1865

Email : sgdruker@rsslex.com

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Sharon G. Druker is a Partner and Head of the Corporate Services in our Business Law Practice Group. Her practice focuses on commercial and corporate law.

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

  • Acted for the owners of Volkswagen Vaudreuil and Laurentides in their cross-border acquisition of Hawkesbury Ford and the related Quebec and Ontario financing by VW Credit Canada, Inc., involving several entities in both cases.
  • Acted for Trusource H2O Canada Inc., a drinking water systems company, in its acquisition by Quench Canada.
  • Advised Tactico TSF 10-20 Investment LP, a strategic venture capital investor, in several secured financings.
  • Acted as Quebec counsel to A J Walter Aviation Ltd., an affiliate of Montreal-based AJW Technique Inc., in a USD$70-million financing with UK-based lenders Wells-Fargo Capital Finance (UK) Limited and Shawbrook Bank Limited, secured by a C$168-million movable hypothec, as well as an unsecured C$15-million financing with Fonds de solidarité des travailleurs du Québec (F.T.Q.).
  • Advised the vendor in the sale among partners of 50% of a Montreal transportation logistics company.
  • Negotiated the exit of a minority shareholder from several related companies in the Montreal restaurant market.
  • Represented the purchaser, Fundraising.com, in its acquisition of the assets used to provide online distributorship and organization services for group fundraising activities from Mikla Foods Canada Inc., a subsidiary of Nashville-based Southwestern Fundraising.
  • Acted as special Quebec counsel to The Toronto-Dominion Bank and its Ontario counsel, Fogler Rubinoff LLP, in connection with a $24-million-dollar hypothec on the Quebec assets of an aviation company.
  • Represented the founder and minority shareholder of Reflector Entertainment Inc., a Montreal-based studio heavily invested in creating deep narrative worlds through various media including podcasts, visual novels, and video games, and most recently the developer of the Unknown 9 franchise, in its acquisition by Japanese gaming giant Bandai Namco Entertainment.
  • Acted as special Quebec counsel to the purchaser and its Ontario counsel in its acquisition of a Quebec-based provider of in-person and virtual diploma and non-diploma post-secondary educational art programs, art training and related services to domestic and international students.

Honours

Designated Lawyer Emeritus by the Bar of Quebec in 2020

Included under Corporate Law (2015–) and Mergers and Acquisitions (2022–) in Best Lawyers in Canada, a major directory of legal professionals based on peer review

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 of Quebec Women in Finance

Associations

Canadian Bar Association: Montreal Opinion Working Group (since 2020); 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–present)

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

Fondation du Barreau du Québec: appointed to the selection committee for best published legal works (2019–present)

Montréal Bar: Comité de liaison avec les avocats en droit des affaires : President (2018–present), member (2015–present); 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–present)

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: Chair, Governance Committee (2019–present); President (1996–1997); Vice-President (1995–1996); Activities Programme Chair (1994–1995); Financial Secretary (1992–1994); Director (1992–present); Member (1986–present)

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

Publications and Conferences

    • Speaker (“The New Corporate Transparency Rules”) and member of the Organizing Committee, Jewish Community Foundation’s virtual Professional Advisory Conference, July 6, 2021
    • “The Impact of the Act Respecting the Transfer of Securities and the Establishment of Security Entitlements in Determining the Validity of a Gift under Québec Law: A Case Comment on Labis v. Labis”, (2020) 39 Est Tr & Pensions J 213
    • Author since 2020 of the chapter on Quebec in the annual edition of Buying and Selling Real Estate: An International Guide, International Lawyers Network Real Estate Specialty Group, 2020 edition online: <ly/ILNRealEstate5th>
    • Co-author since 2015 of the chapter on Canada in the annual edition of Establishing a Business Entity: An International Guide, International Lawyers Network Corporate Specialty Group, 2020 edition online: <ly/ILNCorporate7th>
    • Female lawyers conquering more masculine practice areas — Challenges and solutions, Quebec Bar Association International Women’s Day event (2017)
    • Guest lecturer on shareholder agreements to the Juridical Notions for the Business World class of second year accounting and administration students at HEC Montréal, the business school the Université de Montréal (2017)
    • Business Development: Finding the Right Clients For You, Canadian Bar Association webinar (2017)
    • Commercial Negotiation Simulation, Montreal Bar Association (2016 and 2017)
    • McGill Business Law Association Conference (2016)
    • Role, duties and responsibilities of a corporate director, RSS (2012)
    • Advice from a seasoned lawyer, Canadian Bar Association, Women Lawyers’ Forum (2011)
    • Legal and Business Guide to Cross-Border and International Transactions: Practical tips and techniques to follow when doing business abroad, either cross-border or internationally, Canadian Institute (2010)
    • Essential Elements of a Shareholders’ Agreement, RSS (2009)
    • Guest Lecturer, Concordia University MBA Program, Business Contracts – Mergers & Acquisitions (2005, 2006, 2008)
    • Conference on Negotiating, Drafting and Interpreting Business Agreements: Drafting Non-Compete Clauses That Take Into Account Today’s Business Realities — Anticipating and Preventing Potential Conflicts, Canadian Institute (2007)
    • Workshop and practical advice on the drafting of arbitration clauses : everything you were afraid to ask, Canadian Bar Association–Quebec Division (2007)
    • “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)
    • How to Choose Between a Company and a Partnership and the Applicable Agreements in Both Cases, Canadian Association Of Paralegals (2005)
    • “Commentary on the decision of the Supreme Court of Canada in 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 Bar Association — Quebec Division’s Business Law Section
    • Centre des études juridiques internationales
    • 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

Mentor in the McGill Women’s Alumnae Association’s Mentorship Program (since 2020)

Jewish General Hospital Foundation: member of the Governance Committee (2019–present)

Alink Foundation: board member, Chair of the Governance Committee (2019-present)

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

McGill University, Faculty of Law: Mentor to students in the “Law LINK” program (2015–present)

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–present)

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 (1995–2005)

Languages

English, French

Education

Advanced Program in Governance Training (“Workshops 2.0”), Institute for Governance of Private and Public Organizations (2021)

Les enjeux essentiels dans la gouvernance d’entreprise, Institute for Governance of Private and Public Organizations (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