Counsel
Karen Galpern
Karen provides practical advice and legal opinions on diverse issues.
She brings over 30 years of experience advising corporations, public entities, regulatory agencies, and their boards on a broad range of legal issues. Karen’s practice focuses on advising directors and officers on their powers, duties, and liabilities, addressing strategic issues in connection with complex dispute resolution and litigation matters, and assisting with significant commercial transactions.
Before joining KM, Karen was a partner at Norton Rose Fulbright Canada LLP, where she co-founded the firm’s research team and was a key member of the firm’s special situations team advising on numerous proxy battles, sophisticated securities disputes, and other strategic transactions. Karen subsequently joined Hansell LLP as a partner where she continued providing advice on a variety of corporate governance issues.
Karen has published numerous articles, worked extensively on updating a significant text on the law and practice of directors and officers in Canada, and is a contributor to the insolvency section of the LexisNexis Practice Advisor.
Corporate Governance Advisory and Crisis Management
Karen has provided analysis and advice to:
Corporate Governance Advisory
Boards of directors, special and independent board committees of public companies, not-for-profit corporations, municipally owned corporations, and charitable organizations on governance matters, including conflicts of interest.
A provincial regulator in connection with their code of conduct and conflict of interest policy.
A group of dissident shareholders involved in a successful proxy contest regarding the nomination and election of directors to the board of a bio-medical company.
Parties involved in the proxy contests of Telus, Agrium, Viterra, and the Coalition of Ontario Doctors.
The independent chair of a contested shareholder meeting.
Various parties in connection with the insolvency and restructuring proceedings for Mobilicity, Nortel, Sears, Aero Inventory, Jaguar Mines, WR Grace & Co., Jetsgo, Tuckamore Capital, and Kingsway Financial.
Dispute Resolution and Litigation
Karen has provided advice and analysis in connection with:
Corporate Governance and Shareholder Disputes
Proxy contest-related litigation involving Eco Oro Minerals Corp., Photon Control Inc., Orange Capital LLC, Bioniche Life Sciences Inc., Intrinsyc Solutions International Inc., Maudore Minerals Ltd., Mundoro Capital Inc., Bennett Environmental, and Ursa Major Minerals Incorporated.
Novelion Therapeutics’ defence to a declaratory claim that it had contravened the sale of all or substantially all provisions of the BC Business Corporations Act.
Commercial Disputes
Porter Airlines’ dispute with Air Canada regarding access to the Billy Bishop Toronto City Airport.
Imperial Tobacco’s and WR Grace & Co.’s defences to class actions commenced against them.
“Directors And Officers In Canada: Law And Practice” (Contributor), Carswell (2022 revisions)
“Practice Advisor – Insolvency Division” (Contributor), LexisNexis (2014-2023)
“Shell-Shocked: Could A Dutch Court’s Ruling On Shell’s Emissions Encourage Similar Cases In Canada?” (Interviewee), Financial Post (2021)
Diploma of Legal Practice, University of Glasgow (1985)
Bachelor of Laws (Civil Law – Scotland), University of Glasgow (1984)
Master of Arts (Honors), University of Glasgow (1973)
Member, Toronto Lawyers Association
Member, American Bar Association
Community Involvement
Director, Toronto Youth Theatre (2010 to present)
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