Teresa M. Tomchak *
Key Practice Area
Year of Call
*A LAW CORPORATION
British Columbia Bar (2000)
Ontario Bar (2015)
University of British Columbia (LL.B., 1999)
University of Alberta (B.Comm., with distinction, 1995)
Teresa has extensive experience in securities litigation and regulation.
Teresa has been involved in numerous shareholder disputes, hostile take-over bids and proxy fights, including several precedent setting decisions as discussed more in the representative matters section. Teresa has also been involved in contested plans of arrangement. Teresa has also been counsel in securities class actions.
Teresa’s practice also includes securities regulatory matters. Teresa has represented clients during investigations and enforcement hearings before various provincial securities commissions. Such matters have included allegations of insider trading, illegal distributions, market manipulation, discretionary trading, suitability matters and fraud. Teresa regularly deals with registration requirements under securities legislation with respect to trading in securities.
Teresa has also advises special committees during transactional matters and internal investigations, including whistleblower complaints. She also advises financial institutions and investment advisors, including in broker-dealer litigation.
Teresa has also worked on matters relating to cryptocurrencies, cannabis and mining industry including compliance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
Teresa also practices in the areas of general corporate and commercial litigation.
Teresa co-authored and updates a text, British Columbia Business Disputes, first published in 2011, which was the recipient of the Award for Outstanding Achievement in the Best Publications category for the Association for Continuing Legal Education in 2012. Teresa is Quickscribe’s expert annotator for securities litigation. Teresa is a frequent author and presenter on matters relating to securities.
Teresa is an avid runner having finished second in her age group at the Vancouver Marathon and competing in the Boston and New York Marathons. Teresa also competes in triathlons including representing Canada at the World Triathlon Championships in all three distances: long distance, standard and sprint.
- Representing Peter Smith, a shareholder, director and former CEO in challenging approval of a plan of arrangement before the TSX Venture Exchange and in court proceedings during a proxy fight relating to procedures for an AGM and proxy voting 2021 BCSC 1758.
- Representing the TSX Venture Exchange in successfully maintaining its decision from a hearing and review before the British Columbia Securities Commission regarding the suitability of a director 2021 BCSECCOM 79.
- Representing four of the sixty-five respondents named in an on-going matter before the British Columbia Securities Commission relating to an alleged misuse of prospectus exemptions contrary to the public interest, from which there is a related challenge to the constiitutionality of the freeze order section of the Securities Act, and a related class action, Bridgemark Finacial Corp. 2019 BCSECCOM 14, 2019 BCSECCOM 191, 2020 BCSC 527, 2020 BCCA 301, 2020 BCSC 1704, 2021 BCSC 1459
- Representing Keith Piggott, a shareholder, director and former CEO in successfully opposing a plan of arrangement proposed by Core Gold Inc., which is a rare occurrence in Canada 2019 BCSC 1267.
- Representing WesternOne Inc and its directors and officers in defending a securities class action relating to primary and secondary market disclosure in Ontario 2015 ONSC 7313 and 2018 ONSC 4794.
- Representing Shair.com Digital Serices Inc. in a proceeding involving the misappropriation of cryptocurrencies 2018 BCSC 1512
- Representing Paul Oei and other corporate entities in a hearing before the BC Securities Commission relating to fraud allegations Oei 2017 BCSECCOM 365 and 2018 BCSECCOM 231
- Representing Amber Capital LP and Paulson & Co Inc., the two largest shareholders of Eco Oro Minerals in the courts of British Columbia during two oppression proceedings during a proxy fight 2017 BCSC 664 and 2017 BCSC 669 and 2017 BCSC 988 including an appeal 2017 BCCA 244, and before the Ontario Securities Commission on an appeal from a decision of the TSX approving a share issuance 2017 ONSEC 23.
- Advising the special committee of Whistler Blackcomb in its $1.4. billion acquisition by Vail Resorts (2016).
- Representing Red Eagle Mining Corporation in it hostile take-over for CB Gold, in which the BC Securities Commission refused to apply proposed amendments to the take-over bid regime and issued a cease trade order over CB Gold’s poison pill 2015 BCSECCOM 401.
- Representing United Flower Growers Co-Operative Association in obtaining approval of a contested plan of arrangement 2015 BCSC 1169, which considered the applicability of the BC Business Corporations Act to a co-operative and the fairness of the arrangement in the absence of dissent rights and a fairness opinion.
- Representing Coast Wholesale Appliances Inc. in defending a hostile take-over by CWAL Investments Ltd. resulting in a settlement the day prior to the hearing to cease trade the poison pill (2014).
- Representing Huntingdon Capital Corp in its hostile takeover bid of KEYreit, which resulted in the first decision of a securities commission to consider the appropriate jurisdiction in which to bring an application to cease trade a poison pill. 2013 BCSCECOM 64 and OSC March 14, 2013.
- Representing Northern Minerals Investment Corp. in a proxy battle to replace the board of Mundoro Capital Inc. resulting in the first court decision regarding the validity of an advance notice policy 2012 BCSC 1090.
- Representing Oliver-Lennox King in his successful proxy fight for Roxgold Inc.(2012)
- Representing MacDonald, Dettwiler and Associates Ltd. in the first class action in Canada to deny leave under the secondary market provisions of the Securities Act and the successful defence of the appeal 2011 BCSC 1416 and 2012 BCCA 456.
- Representing entities controlled by Carl Icahn in successfully obtaining orders to cease trade poison pills and a successful defence of an appeal from the same resulting in the first decision of an appellate court the validity of a poison pill, during an $800 million hostile takeover bid for Lions Gate Entertainment Corp 2010 BCCA 231; 2010 BCSECCOM 629 as well as a related oppression action during a proxy fight 2010 BCSC 1547 and 2011 BCCA 228.
- Member of the Law Society of British Columbia
- Member of multiple sections of the Canadian Bar Association including the securities sub-section
- Member of the Prospectors and Developers Association of Canada
- Member of The Advocates’ Society
- Member of the Womens’ White Collar Defence Association
- Member of the Commercial Bar Association (COMBAR)
- The Best Lawyers in Canada – Securities Law (2018-2023)
- Chambers Canada – Securities Litigation (2020-2023)
- Benchmark Canada Top 100 Women in Litigation (2022)
- Benchmark Canada – Shortlisted for Canada’s Securities Litigator of the Year (2020, 2021), Top 50 Women in Litigation (2020, 2021), Litigation Star (2015-2022), Future Star (2014, 2013)
- Lexpert Leading Lawyers in Canada (2023)
- Lexpert Leading Litigation Lawyers (2022)
- Lexpert Guide to the Leading Cross-Border Litigation Lawyers – Litigation Lawyer to Watch (2014)
- Lexpert Rising Star: Leading Lawyers Under 40 (2013)
- Mentor with the CBA’s WLF Mentoring Program
- Director, Chair of HR & Governance Committee – Vancouver International Marathon Society (RUNVAN)