Counsel to special committees on transactions ranging from small-cap public M&A to multi-billion-dollar going-private deals, with a particular focus on independence analysis, process design and the MI 61-101 disclosure record.
When a take-over bid, a related-party transaction or an insider proposal reaches the board, the special committee’s process is what shareholders, regulators and courts will examine later. Mason Law acts as independent counsel to special committees through that process, from the decision to form the committee to the final disclosure.
The work covers independence analysis under MI 61-101, NI 52-110 and corporate law; the committee’s mandate and authority; the committee’s own financial advisor and valuator; formal valuations and fairness opinions; negotiation with the interested party; and the minutes and disclosure that document it all.
Rob Mason’s committee mandates include Marathon Gold (Calibre Mining, 2024), PolyMet Mining (Glencore, 2023), Mawson Finland (First Nordic, 2025), Angus Gold (Wesdome, 2025) and Zacapa Resources (Outcrop, 2023).
Outside transactions, Mason Law advises boards on governance, disclosure obligations and director independence.
“Independent” under MI 61-101 is not the same as under NI 52-110, or at common law. Map each member against the specific transaction, and document it before the first meeting.
A committee formed after the principal terms are negotiated inherits a fait accompli. The right moment is when the matter is first contemplated.
“Review and recommend” is very different from authority to negotiate, canvass alternatives and reject a proposal. Push for the broader mandate.
The committee’s legal counsel and financial advisor should be selected and retained by the committee, not by management.
Read the field guide: Eight questions to ask before striking a special committee →
Rob takes the first call personally.
General information only, not legal advice. Representative matters include transactions led by Robert Mason at Mason Law and at previous firms.