Stephen Brown Photo
Stephen Brown Photo
Stephen Brown Photo

Stephen Brown-Okruhlik is an experienced and effective commercial litigator. His practice is focused on corporate stakeholder disputes, securities litigation and insolvency. He represents businesses, investment funds, banks, shareholders and other corporate stakeholders in high-stakes litigation. He also regularly provides advice to clients in connection with contentious corporate M&A matters and financing transactions.

Stephen has extensive experience with M&A litigation, proxy contests, creditors’ remedies, complex debt instruments, derivatives, corporate fraud, oppression, contested transactions, secondary market securities class actions, international arbitrations and cross-border insolvencies. He has acted for various stakeholders in many of Canada’s recent significant cross-border insolvencies. He has acted for business and non-profit corporations in high-profile contests for board control. Stephen appeared before the Ontario Securities Commission in Re Aurora Cannabis, the seminal Canadian case about shareholder rights plans (poison pills).

Stephen is active in the commercial litigation and insolvency bar. He is a Co-Chair of the American Bar Association’s M&A Litigation Subcommittee (Commercial & Business Litigation Committee). He is a former executive member of the Ontario Bar Association’s Insolvency Section. Stephen writes and speaks frequently to Canadian and international audiences, including about ‘busted deal’ disputes and ‘creditor violence’ trends.



Representative Matters

  • Citibank N.A. v. Aralpa Holdings LP et. al., CV-23-00702978-00CL – Representing Citibank in proceedings in Ontario to appoint an investigative receiver in respect of a foreign debtor’s assets in the province, including interests in a Canadian limited partnership.
  • Yurkovich et. al. v. Citibank, CV-20-00645630-00CL – Representing Citibank in action regarding the liquidation of pledged shares and allegations of a “collar agreement”.
  • Representing an Ontario home builder in an oppression claim by a minority shareholder.
  • Harbourfront Corporation (1990) v. The Power Plant, CV-22-00683025-00CL – Represented a leading Canadian art gallery in a dispute with its related entity over the attempted replacement of board members.
  • Kwong v. iAnthus et. al., 2022 ONSC 1400 – Representing iAnthus in a proposed class action for alleged secondary market securities misrepresentations.
  • Represented a Canadian-listed cross-border industrial construction company in attempt by activist shareholders to take over the board.
  • Represented a major Canadian bank in the cross-border recovery of a US$120 million facility, including significant complex insurance claims.
  • Re Just Energy Group – Represented Morgan Stanley in respect of its commodity hedge provider claim in the CCAA proceeding of a Canadian energy company.
  • Represented a major Canadian investment fund in a dispute with its former managing partner and a US$40 billion alternative asset fund regarding stolen proprietary information and business opportunities.
  • Re Tailored Brands, Inc. et. al. – Represented J.P Morgan in its role as agent to the DIP lenders in the Canadian recognition of a US Chapter 11 proceeding of a major international clothing retailer.
  • Re Green Growth Brands Inc., 2020 ONSC 3565 – Represented a secured creditor, shareholder, DIP lender and stalking horse bidder in a contested CCAA proceeding for a TSX-listed cannabis company with US operations.
  • Re Nortel Networks Corporation et. al., 2019 ONSC 3010 – Represented an entity related to W.P. Carey in a creditor claim involving the interpretation of a lease governed by Texas law and a guarantee governed by New York law within a major Canadian insolvency proceeding.
  • Unlimited Motors Inc. v. Automobili Lamborghini SpA, 2019 ONSC 1423 – Obtained dismissal for Lamborghini of a $30,000,000 claim related to the termination of a distribution agreement.
  • Noranco Inc. v. MidOcean Partners III, L.P., et. al., 2019 ONSC 1173 – Successfully enforced right of former CFO of a multi-national aerospace parts manufacturer to receive advance payment of legal costs to defend an action for breach of his fiduciary duty to the company.
  • Re Aurora Cannabis Inc., 2018 ONSEC 10 – successfully represented Aurora Cannabis in a joint hearing before the Ontario Securities Commission and the Financial and Consumer Affairs Authority of Saskatchewan to cease trade a shareholder rights plan (poison pill) at a merger target company. This is the leading case on Canada’s new hostile takeover regulatory regime.
  • Entes v Kyrgyz Republic, 2016 ONSC 7221 – Obtained recognition in Ontario of a foreign arbitral award in favour of a Turkish construction company against the Kyrgyz Republic.
  • Octagon Capital Corp. v. Niko Resources Ltd., 2016 ONSC 3946 – Successfully defended the attempted enforcement of a tail provision in a financial services contract.
  • Veritas Investment Research Corp. v. Indiabulls Real Estate Ltd., 2015 ONSC 6040 – Successfully resisted an emergency anti-suit injunction to enjoin proceedings before the Delhi High Court on behalf of two Indian companies.

 


Speaking Engagements

Post-acquisition Issues, M&A Financing Seminar, Greater Toronto Area Accountants Network, Program Presenter

November 25, 2021

Legal and Accounting Aspects of Earnouts, Greater Toronto Area Accountants Network, Program Presenter

May 18, 2021

Litigation Funding in Insolvency Proceedings, Presented by the Ontario Bar Association, Insolvency Section, Program Chair

November 2020

Looming Crisis Speaker Series Part 1: United States-Mexico Canada Agreement, Presented by the Ontario Bar Association, Insolvency Section, Program Chair

January 2019

Teaching Engagements

  • Guest Lecturer, Faculty of Law, Queen’s University, Securities Regulation (Securities Enforcement Lecture) (March 2022)

News


Rankings & Recognitions

  • Recognized by Best Lawyers in Canada (2024) as a “One to Watch” in the area of Insolvency and Financial Restructuring Law
  • Recognized in the 2023 Benchmark Litigation: Canada Guide as a Future Star
  • Recognized by Best Lawyers in Canada (2023) as a ‘One to Watch’ in the area of Insolvency and Financial Restructuring
  • Recognized by Best Lawyers in Canada (2022) as a ‘One to Watch’ in the area of Insolvency and Financial Restructuring
  • Werner Zdouc Prize for Top Oralist in the 2012 World Trade Organization Moot Competition, Montpellier, France

Directorships & Affiliations

  • Co-Chair of the M&A Litigation Subcommittee of the American Bar Association
  • Toronto Lawyers Association – Sponsorship Committee
  • Ontario Bar Association – Insolvency Section Executive Committee
  • Canadian Bar Association
  • Canadian Counsel for the Americas
  • American Bar Association, Commercial & Business Litigation Committee
  • American Counsel Association

Education & Admissions

2014
Called to the Ontario bar
2013
JD (cum laude)University of Ottawa
2009
MAUniversity of Toronto
2007
BA (Honours) McGill University

Publications

Insights (19 Posts)View More

Featured Insight

Violence in Credit Markets: What Are “Priming” and “Uptiering” Transactions, and What Can Loan Parties Do About Them?

Join moderator Stephen Brown-Okruhlik and an exceptional panel of practitioners and thought leaders as they discuss vulnerabilities to lenders under loan documents, the latest judicial guidance on "priming" and "uptiering" transactions, and how credit market participants are addressing risks. This webinar is hosted by the ABA American Bar Association.

Details
Tuesday, April 11, 2023
Featured Insight

No Discovery Before Leave in Secondary Market Securities Actions

The Court in Kwong v. iAnthus denied a plaintiff's request for documentary discovery before he obtained leave to bring a secondary market securities action.

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Apr 18, 2022
Featured Insight

Will a Billion Dollar Termination Shift the M&A Landscape?

The authors discuss the Ontario Superior Court of Justice's decision in Cineplex v. Cineworld, a "busted deal" case about interim operating covenants.

Read More
Dec 17, 2021
Featured Insight

On Second Thought: Ontario Court Dismisses Secondary Market Securities Class Action on Summary Judgment

Part XXIII.1 of Ontario’s Securities Act creates a statutory cause of action for investors who suffer losses in the secondary market.

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Feb 21, 2021
Featured Insight

‘Why’d Ya Do It?’ The Supreme Court of Canada Explains the Duty to Exercise Contractual Discretion in Good Faith

The SCC recently released its long awaited decision in Wastech Services Ltd v Greater Vancouver Sewerage and Drainage District.

Read More
Feb 17, 2021
Featured Insight

When COVID met MAE in the Ordinary Course: Ontario Court Orders Buyer to Complete its M&A Transaction

The recent decision of the Ontario Superior Court of Justice in Fairstone Financial Holdings Inc. v Duo Bank of Canada has established an important precedent for the interpretation of material adverse effect clauses and covenants to carry on business in the ordinary course, both of which are common features of M&A transaction agreements.

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Jan 13, 2021
Featured Insight

You should have said something: Supreme Court of Canada Holds That Failure to Correct a Mistaken Belief Violated the Duty of Honest Contractual Performance

The authors discuss the Supreme Court of Canada's recent decision in C.M. Callow Inc. v. Tammy Zollinger et. al. regarding the duty of faith.

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Dec 23, 2020
Featured Insight

‘But to What Effect?’ The Supreme Court of Canada Clarifies the Anti-deprivation Rule in Chandos

The authors discussion of the Supreme Court of Canada's decision in Chandos Construction affirming the anti-deprivation rule and consider its implications

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Nov 16, 2020
Featured Insight

Bears v. Bulls: Secondary Market Securities Class Actions in Ontario

A high-level overview of secondary market class actions under the Ontario Securities.

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Nov 11, 2020
Featured Insight

Construction Trusts Can Apply to Funds Received by CCAA Monitor: the Court of Appeal’s Decision in Urbancorp

There is good news from the Ontario Court of Appeal for contractors dealing with insolvent owners

Read More
Jul 13, 2020
Featured Insight

Unbearable Lite-ness: Lenders’ Remedies in the Age of Missing Covenants

The author discusses the recent trend toward borrower-friendly loan documents and the remedies available to lenders in Canada.

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Mar 23, 2020
Featured Insight

The Supreme Court of Canada Will Revisit the Duty of Good Faith Six Years After Bhasin

The authors discuss two appeals to the Supreme Court of Canada regarding the scope and nature of the contratual duty of good faith.

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Jan 31, 2020
Featured Insight

Can I Tell You Something in Confidence?” Legal Privilege in M&A Transactions

The authors discuss challenges to maintaining legal privilege in M&A transactions. Parties in Ontario can learn from the experience of other jurisdictions.

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Jan 22, 2020
Featured Insight

Challenges and Opportunities for Canadian Investors in Brazilian Insolvency Proceedings: Lessons from the IBA’s 2019 Global Restructuring Conference

The authors discuss unique aspects of Brazil's insolvency regime relevant for Canadian investors, including the role of equity, DIP loans, and jurisdiction.

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Jan 21, 2020
Featured Insight

Amendments to the CCAA, BIA and CBCA Now in Force

Authors discuss changes in 2019 to Canadian corporate and restructuring statutes and their possible implications for insolvency practice in Canada

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Nov 19, 2019
Featured Insight

Canadian Corporate & Restructuring Legislation: Changes Could be on the Way

Bill C-97 (the “Bill”) was introduced in Parliament to implement the federal budget tabled by the Liberal government on March 19, 2019.

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May 10, 2019
Featured Insight

The New Frontier of Jurisdiction: Supreme Court of Canada Upholds Worldwide Injunction Against Google

The New Frontier of Jurisdiction: Supreme Court of Canada Upholds Worldwide Injunction Against Google

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Jun 30, 2017
Featured Insight

No Easy Way Around Separate Corporate Personality: Ontario Court Releases its Decision in Yaiguaje v. Chevron

No Easy Way Around Separate Corporate Personality: Ontario Court Releases its Decision in Yaiguaje v. Chevron

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Feb 3, 2017
Featured Insight

The Supreme Court of Canada Releases its Decision in the CIBC v. Green Trilogy

The Supreme Court of Canada Releases its Decision in the CIBC v. Green Trilogy

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Dec 11, 2015

Deals & Cases (3 Posts)

Featured Insight

Financial Restructuring of Tailored Brands

McMillan acts as Canadian counsel for the Agent, JPMorgan Chase Bank N.A. and JPMorgan Chase Bank, in connection with the extension by the lending group of debtor-in-possession financing and exit ABL financing to Tailored Brand’s Inc., in connection with its cross-border US Chapter 11 and Canadian recognition proceedings.

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Dec 1, 2020
Featured Insight

CCAA Proceedings of Green Growth Brands Inc.

McMillan acted for All Js Greenspace LLC (“All Js”) in its capacity as the DIP Lender and stalking-horse bidder in Green Growth Brands Inc.’s (“GGB”) proceedings under the Companies’ Creditors Arrangement Act (the “CCAA”).

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May 1, 2020
Featured Insight

Sanatana Resources Inc. awarded significant costs by Ontario Mining and Lands Commissioner

Sanatana Resources Inc. awarded significant costs by Ontario Mining and Lands Commissioner

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May 1, 2015