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Partner, Lawyer

Mireille Fontaine

Assistant(s)

Montreal

25th Floor
1100 René-Lévesque Blvd. West
Montreal, Quebec H3B 5C9
CANADA
514 397-8500 514 397-8515

Recognized for her audacity, legal and business acumen and efficiency, Mireille Fontaine helps our clients achieve and exceed their most ambitious objectives. Working primarily in private equity, venture capital and mergers and acquisitions, she specialized in cross-border transactions namely between Canada and the U.S. She has become an advisor to international players looking to do business in Quebec and Canada, particularly in the life sciences and technology industries.

With 25 years of experience in mergers and acquisitions and commercial law, she provides a full range of business advice to corporations and institutional investors. She frequently represents important players in implementing alliances, joint ventures and limited partnership agreements as well as in all matters related to fund formation.

Mireille sits on BCF’s Board of Directors and co-chairs the Foreign Investment and International Growth group. Her expertise is recognized in numerous prestigious national and international legal publications, such as the Best Lawyers in Canada, Canadian Legal Lexpert Directory, Lawyers World Wide magazine, Who's Who Legal, Who's Who International, Lawyer 100 Canada and the Expert Guides.

  • Called to the Barreau du Québec (1994)
  • LL.B., University of Montreal (1992)
  • Vincent-d’Indy School of Music (1988)
  • Who’s Who Legal (2009-2019) - Life Sciences, Mergers and Acquisitions, Corporate Governance, Compendium Edition
  • Canadian Legal Lexpert (2017-2018) - Private equity, Biotechnology, Corporate Mid-Market, Technology
  • Best Lawyers in Canada (2015-2018) - Biotechnology, Technology
  • Banking, Finance and Transactional Law Expert Guide (2014-2018) - Private equity
  • Expert Guides (2013-2018) - Women in Business Law
  • Lawyer100, Canada (2018) - Recognized as one of the best 100 lawyers in Canada in Business Law
  • Lawyers World Wide Awards (2017) - Leading Lawyer
  • Global 100, Canada (2014) - Mergers and Acquisitions Canada
  • Cambridge Who’s Who (2011-2012) - Executive Professionals and Entrepreneurs
  • Martindale-Hubbel (2007) - Notable Practitioner
  • Lexpert (2007) - Canada’s Top 40 Lawyers Under 40
  • the 2016 Canadian Private Target Mergers & Acquisitions Deal Point Study

    Co-Chair of this article published in January 2016 by the ABA's M&A Committee

  • Mergers & Acquisitions Review: Planning a Private M&A Transaction

    Co-author of the article, published in Who’s Who Legal: Canada 2015, November 6, 2015

  • the 2014 Canadian Private Target Mergers & Acquisitions Deal Point Study

    Co-Chair of this article published in December 2014 by the ABA's M&A Committee

  • the International Task Group of the M&A Committee of the ABA in the context of its publication of International Joint Ventures – A Guide for U.S. Lawyers

    Vice-Chair of this article, in June 2013

  • the 2012 Canadian Private Target Mergers & Acquisitions Deal Point Study

    Vice-Chair of this article, published on December 28, 2012 by the ABA's M&A Committee

  • “The Canadian M&A Market 2011 Outlook Appear Positive”

    Co-author of an article, published in Lexpert 2011 Guide to Leading US/Canada Cross-Border Corporate Lawyers in Canada

  • “Prepare and package your business for a deal”

    Co-author of an article, published in the Fall 2010 issue of Bio Business Magazine

  • Business Corporations Act (Bill 63) – a major reform of Québec Corporate Law”

    Co-author of an article, published in Lexology in November 2009

  • Canadian Private M&A Trends

    Vice-chair of this study published in 2008 through ABA

  • Acted for Nudura Corporation, a leading manufacturer/distributor of insulated Concrete Forms, on its sale to RPM International Inc.;
  • Acted for Aerial Technologies, a pioneer in wireless motion analytics powered by AI, in its raise of an additional US$3 million funding led by Intel Capital;
  • Acted for Knox Capital Inc. in its Round A financing;
  • Acted as counsel for Panache Ventures in the seed financing of Audible Reality which has developed 3D audio software to deliver high-fidelity spatial sound and AI to analyze and optimize 3D environments;
  • Acted as counsel for Panache Ventures in the $2 million pre-seed financing of Doolay.ai in Vancouver, a leader in corporate SaaS Space sales, led by Scale VP Ventures with the participation of Pallasite Ventures and New Avenue Capital (2018);
  • Acted as counsel for Tandem Expansion in the sale of nGrain Corporation, a global leader in artificial intelligence and 3D augmented reality software, to mCloud Corp. (2018);
  • Acted as lead counsel for Urecon Ltd. in the sale of 49% of its shares to GF Piping Systems, a division of George Fisher AG (2017);
  • Acted as lead counsel for Urecon Ltd. and its management in the acquisition of its majority shareholder, Capital Régional et Coopératif Desjardins (2017);
  • Acted as counsel for Caisse de depot et placement du Québec [Québec Deposit and Investment Fund] as part of its investment as a major sponsor in the Bain Double Impact Fund, L.P. (2017);
  • Acted as lead counsel for Tandem Expansion as part of its reinvestment in Averna Technologies Inc. (2017);
  • Acted as lead counsel for Safety Express Ltd. in its acquisition of the company 2848 0440 Québec inc. (doing business as Select Supplies and SelectPro), a distributor of specialized cleaning equipment (2017);
  • Acted as lead counsel for Aurrea Signature Inc. in its purchase of a minority share in Karma Assurance, an online insurance sales start-up company (2017);
  • Acted as lead counsel for eStruxture Data Centers Inc. in its acquisition of Netelligent Hosting Services Inc. (2016);
  • Acted as lead counsel for Kensington Private Equity Fund in the acquisition of Walker Glass Company Ltd. (2016);
  • Acted as lead counsel for Biomod Concepts Inc., a company which converts soft materials into skincare product applicators, fragrance dispensers or skin-worn medical devices, in the sale of a controlling position in a Québec company (2015);
  • Acted as lead counsel for Tandem Expansion in its acquisition of control of Averna Technologies, a global leader in developing test solutions for electronics and communications manufacturers worldwide (2015);
  • Acted as lead counsel for Investissement Québec and Desjardins Venture Capital in the $118 million cash sale of the television and film post-production company Vision Globale A.R. Ltd. to TVA Group Inc., a subsidiary of Québecor Média Inc.;
  • Acted as lead counsel for Investissement Québec, which participated in a $35 million financing round for LightSpeed Retail Inc., a Montreal-based startup;
  • Represented Investissement Québec, Caisse de dépôt et placement du Québec, Fondaction and Fonds de solidarité des travailleurs du Quebec (FTQ), which acted as limited partners in a $185 million investment in Novacap Industries IV, L.P.;
  • Represented Voice Trust Holding Inc., a privately held global voice recognition company, and its Canadian subsidiaries, in connection with the reverse takeover carried out by Delrand Resources Inc. for a total amount of CAD$27,000,000;
  • Represented Simon Equity Partners in the acquisition of a majority share of Coalision Inc, previously owned by Kilmer Capital Partners, a transaction taking place with other financial investors, including Pelican LP, a company comprising André Desmarais, members of the Hermès family, and Fonds de solidarité FTQ;
  • Represented Pediapharm Inc. in its qualifying transaction on the TSX Venture Exchange comprised of its merger with Chelsea Acquisition Corporation and related private placements of subscription receipts and common shares, for gross proceeds of approximately $8 million for Pediapharm;
  • Represented Investissement Québec, Fiers Partenaires, s.e.c., Teralys Capital Fund of Funds, L.P., Caisse de dépôt et placement du Québec, and Fondaction, le Fonds de développement de la Confédération des syndicats nationaux pour la coopération et l’emploi [Development Fund of the Confederation of National Trade Unions for Cooperation and Employment], who acted as limited partners in their $140 million total investment in Novacap TMT IV, L.P.;
  • Represented Fiers Partenaires, s.e.c., Teralys Capital Fund of Funds, L.P., and BDC Capital Inc, who acted as limited partners in their $50 million total investment in Fonds d’investissement Réal;
  • Represented Elekta Ltd. in their business operations in Canada;
  • Represented Investissement Québec, who acted as a limited partner in its investment in Persistence Capital Partners II, L.P.;
  • Represented Fondaction CSN, who acted as a limited partner in its investment in Lumira Capital II;
  • Represented the private equity company Oaktree Capital Management L.P. in Canada in its cross-border acquisition of all the shares of Zodiac MILPRO (Military and Professional) Group;
  • Represented Capital régional et coopératif Desjardins and Investissement Québec in the financing of Vision Globale as part of the acquisition of Studios Mel’s and Locations Michel Trudel, a leader in the film and television industry, as well as Les Génératrices Star (1997);
  • Represented Teralys Capital in its participation as a limited partner in Sofinnova Capital;
  • Represented limited partners Teralys Capital, Northleaf, BDC and FSTQ in the creation of two funds in the area of life sciences: Lumira Capital II and Merck Lumira Biosciences Funds, who will together bring in $150 million;
  • Representation on behalf of the Co-operators company in its business transactions;
  • Represented the American Reprographics Company (“ARC”) (NYSE: ARC), a leading US-based document solutions company, for the purposes of a cross-border credit facility secured by assets valued at USD$50 million;
  • Represented Voice Trust B.V., a global supplier of digital payment and voice recognition solutions, in the cross-border acquisition of Perceive Solutions Inc., a Montréal-based voice technology company, as well as in negotiations with the CRIM [Computer Research Institute of Montréal] for the purposes of a major strategic research contract;
  • Represented TIM-BR Marts Ltd. in the acquisition of all the shares of IRLY Building Centers;
  • Represented Northgate Arinso in its negotiations with the SAQ [Québec alcoholic beverage commission] regarding management of the latter’s HR solutions;
  • Counseled and represented various private technology companies in their financing, by debt or by equity from various key venture capital players, including Utilicase Inc. and Prognomix Inc.;
  • Represented lenders (ACE Management and Fonds de solidarité des travailleurs du Québec (F.T.Q.)) in a debtor-operator agreement with Mecachrome International Inc., as part of the implementation of Mecachrome’s reorganization and settlement plan in Canada under the Companies’ Creditors Arrangement Act (CCAA) (France-Canada);
  • Sale of Virochem Pharma Inc. to Vertex Pharmaceuticals (Canada) Inc. (Canada – U.S.);
  • Acquisition of the air ambulance unit of Skyservice Aviation d’affaires Inc. by Emergency Medical Services Corporation (U.S. – Canada);
  • Representation of the SAQ in the sale of Maison des Futailles S.E.C. to Kruger Inc.;
  • Investment by ACE Management, a French private equity management company, in the company Maetta Sciences Inc. (France – Canada);
  • Acquisition of the Canadian division of the Gennum Corporation, which specializes in wireless headphones for consumers, by Cellpoint Connect AB, a Swedish public company (Sweden-Canada);
  • Represented exchangeable shares in various public sector agencies.
  • November 2017

    Panel by Réseau Capital on “Start-up Funds in Quebec”

  • September 15th, 2017

    Panel on “Cross-Border and Other Hot Topics in private Equity M&A” at the ABA Meeting in Chicago

  • 2016, April 4th, 2017

    Speaker for the Canadian Bar Association on Latest M&A Trends on the Canadian Private M&A Trends Study of the ABA

  • April 9, 2016

    Speaker for the American Bar Association on “Cases that Matter: Recent Cases Affecting M&A Agreement” drafting

  • November 25, 2015

    Speaker for the Young Bar Association of Montréal: “M&A - Complex Disclosure Clauses: from the due diligence to the drafting”

  • April 28, 2015

    Speaker for the Canadian Bar Association on “Latest Canadian Private M&A Deal Trends: What you need to know”

  • June 13, 2013

    Panelist for the M&A Club of Montréal, “M&A: What's up? How to bring deals together in these times?”

  • March 21, 2013

    Speaker for the Canadian Bar Association on “Practical advice for a value added due diligence”

  • May 16, 2012

    Speaker at Gowlings' conference on “Project Management in M&A”

  • October 27, 2010

    Speaker at Gowlings' conference on “The Role of the In-House Counsel in Mergers and Acquisitions”

  • March 2010

    Speaker on a Gowlings panel for FEI Canada on the “Acquisition of a distressed company”

  • April 2009

    Speaker as part of a panel at the ABA in Vancouver, on M&A Trends in Canada

  • December 2008

    Speaker at the “Women in M&A” event in Denver, Colorado on “Cross-Border deals from a Canadian perspective”

  • American Bar Association (ABA);
  • Association for Corporate Growth (ACG);
  • Quebec Technology Association (AQT);
  • Canada’s Venture Capital and Private Equity Association (CVCA);
  • Quebec Venture Capital Association (Réseau Capital).
  • Member of the ABA M&A Committee and of the Subcommittees on Private Equity, M&A Trends and International M&A;
  • Vice-Chair of the Private Equity Subcommittee of the ABA M&A Committee;
  • Vice-Chair of the ABA Task Force on the International Joint Venture Agreement;