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Andrew Fleming

Senior Partner

Andrew  Fleming


T:+1 416.216.4007

Andrew Fleming has extensive experience in business law, including company, securities and banking law, and regulatory requirements relating to corporate transactions, financings and mergers and acquisitions. He has participated in all aspects of company law, including advising on general corporate matters relating to governance and structure and assisting in major corporate reorganizations by way of arrangements or amalgamations. He has also participated in all aspects of securities law including public financings (acting for issuers, underwriters and purchasers) in Canada, the United States and Europe, private placements, including project financings, and merger and acquisitions work related primarily to public take-over bids.

Mr. Fleming has acted as counsel to both financial institutions and borrowers in project financings for the telecommunications industry, industrial undertakings and natural resource projects. He has also assisted corporations in structuring their regular borrowing activities and is familiar with the corporate, securities and banking law implications of such transactions.

Mr. Fleming has served on numerous industry and government committees dealing with securities and corporate law matters in Canada. He is a past member of the Continuous Disclosure Reform Committee of the Quebec Securities Commission, the Policy Advisory Committee of the Ontario Securities Commission, the Committee on Corporate Disclosure of the Toronto Stock Exchange, the Consultative Committee of Securities Law Practitioners to the Quebec Securities Commission and the Continuous Disclosure Advisory Committee of the Ontario Securities Commission. His practice also includes arbitration of commercial matters under the auspices of the ICC Court of Arbitration.

From 1999 to 2006, he was a member of our executive committee. In 1999 he relocated from London, UK, where he was managing partner, to Toronto as managing partner, then co-managing partner, of our Toronto office, a position he held until 2003. From November 2012 to June 2016 he was again managing partner of our Toronto office. He is currently head of financial institutions (Canada).

BTI All-Stars 2012
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  • Education

    B.C.L., McGill University, 1974
    B.A., McGill University, 1971

  • Representative experience

    Clients for whom Mr. Fleming has acted include:

    • Royal Bank of Canada in the US$1.5-billion offering of covered bonds under Rule 144A in the United States, on a private placement basis in Canada, and in Europe
    • Royal Bank of Canada in the offering in Canada of covered bonds in an aggregate amount of C$850 million due March 16, 2015
    • Royal Bank of Canada in the offering in Canada of covered bonds in an aggregate amount of C$750 million which closed on November 10, 2009


  • Admissions
    • Ontario 1999
    • Quebec 1975
  • Rankings and recognitions
    • Best Lawyers in Canada, 2006-2017 - Corporate Law
    • Best Lawyers in Canada, 2011-2017 - Securities Law
    • Chambers Global: Canada, 2011-2017: Corporate/M&A (Senior Statesman)
    • Canadian Legal Lexpert Directory, 2015-2017: recommended in Banking & Financial Institutions
    • BTI Client Service All-Stars, 2012 & 2016 – Leader in client service excellence
    • Chambers Canada, 2016: Corporate/Commercial: Ontario (Senior Statesmen)
    • Canadian Legal Lexpert Directory, 2012-2016: recommended in Corporate Commercial Law
    • Lexpert® Guide to the Leading US/Canada Cross-border Corporate Lawyers in Canada, 2010-2012
    • The International Who's Who of Capital Markets Lawyers, 2011
    • Lexpert / American Lawyer Guide to the Leading 500 Lawyers for Canada - Most frequently recommended for Corporate Commercial Law
    • IFLR (International Financial Law Review) 1000
  • Speaking engagements
    • Participated in many conferences related to company, securities and banking law