HANK INTVEN Partner. Office: Toronto Direct Line: Year of Call: 1976

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1 Hank Intven is a partner in our Business Law section. His practice focuses on the telecommunications industry. Mr. Intven joined the firm in 1986 after serving as Executive Director of Telecommunications at the Canadian Radiotelevision and Telecommunications Commission (CRTC). HANK INTVEN Over the past 20 years, Mr. Intven has advised a wide range of companies in the telecommunications sector. He has also advised regulators, governments, financial institutions, investors and other clients with an interest in telecommunications, in Canada and in more than 20 countries in Europe, Asia, the Middle East, Africa and Latin America. In recent years Mr. Intven has worked on regulatory, business and financing issues involving: Telecommunications Carriers, including Competitive Long Distance Service providers, International Telecommunications Service Providers, Satellite Service Providers, Wireless Mobile Operators, Resale Carriers and Competitive Local Exchange Carriers (CLECs); Internet Service Providers (ISPs), IP Telephony providers, Cable TV licensees including MMDS operators, and providers and users of a wide range of telecom and content services; Developers and operators of fibre-optic telecommunications systems; other new entrants into telecommunications markets, including providers of building-centric telecommunications services, private network operators, various software and enhanced service providers and other wireless and wireline telecommunications and cable service providers; mergers and acquisitions of Telecommunications Carriers; privatization of telecommunications companies, and licensing of new wireline and wireless operators; telecommunications market reform initiatives, including preparation of new telecommunications laws, regulations and policies; and dispute resolution between telecommunications companies, governments & regulators.

2 HANK INTVEN Mr. Intven is the editor of the Telecommunications Regulation Handbook, which has been published and distributed by The World Bank and the ITU in English, Spanish, French, Chinese and Arabic. He was the main external advisor to the Canadian government in the preparation of Canada s telecommunications law, the 1993 Telecommunications Act. Mr. Intven is listed in the edition of The World s Leading Lawyers, published by Chambers Global, as a leading lawyer in the area of communications law. He also appears in the 2004 Guide to the Leading 500 Lawyers in Canada, published by Lexpert and American Lawyer, and in all editions of the Canadian Legal Lexpert Directory, a guide to the leading law firms and practitioners in Canada, as a leading lawyer in the area of telecommunications. Office: Toronto Direct Line: hintven@mccarthy.ca Year of Call: 1976

3 The Honourable John Manley is senior counsel in our Ottawa and Toronto offices. Mr. Manley provides strategic advice in matters relating to public affairs, including trade, telecommunications, security and finance. He also consults clients in matters concerning foreign governments. THE HONOURABLE JOHN MANLEY Senior Counsel Mr. Manley was first elected to Parliament as a Liberal in 1988 and re-elected three times. He served as Minister of Industry from 1993 to 2000 and as Minister responsible for the Atlantic Canada Opportunities Agency, Minister of Western Economic Diversification and Minister responsible for the Economic Development Agency of Canada for the regions of Québec from 1996 to Mr. Manley served as Minister of Foreign Affairs from 2000 to January Following the terrorist attacks of September 11, 2001, he was named Chairman of a new Cabinet Committee on Public Security and Anti-terrorism. For the role he played following 9/11, he was named TIME Canada Magazine's "Newsmaker of the Year" in December In January 2002, Mr. Manley was appointed Deputy Prime Minister of Canada, Political Minister for Ontario, Minister of Infrastructure and Crown Corporations, and Chairman of the Cabinet Committees on Economic Union and Social Union, while continuing to serve as Chairman of the Cabinet Committee on Public Security and Antiterrorism. He became Finance Minister in June 2002 and tabled the Government s federal budget in February After leaving the federal Cabinet, Mr. Manley produced a report for the Ontario Minister of Energy on the role of Ontario Power Generation. He sits on the Boards of Directors of Nortel Networks and the Canadian Imperial Bank of Commerce as well as a number of advisory Boards and not-for-profit organizations. Mr. Manley is a graduate of Carleton University (BA 1971) and University of Ottawa (LLB 1976, D.U., 1998) receiving the gold medal of his graduating class. He also studied at l Université de Lausanne École de français moderne in He articled as a law clerk to the Rt. Hon. Bora Laskin, former Chief Justice of Canada, and was called to the Ontario bar in He was granted the designation C. Dir. (Chartered Director) by McMaster University in February Year of Call: 1978

4 Blair Cowper-Smith is a partner in our Corporate Finance and Mergers and Acquisitions Group in Toronto. His practice focuses on corporate law, corporate governance and shareholder relations. Mr. Cowper-Smith has practised law since 1975 and has held a number of management-related responsibilities for our firm, including chairing the international strategic planning committee. G. BLAIR COWPER-SMITH In connection with his corporate governance practice, he advises numerous corporations with respect to governance planning and risk mitigation strategies and with respect to managing director and officer personal liability. Mr. Cowper- Smith has written widely on the subject. His recent assignments include the Hydro One Inc. sale by the province of Ontario. Mr. Cowper-Smith serves as a director of a number of Canadian corporations, including Securicor Canada Limited, Hammerson U.S.A. (Chair), KWH Pipe (Canada) Ltd. and 407 International Inc. He was an alternate governor of the Toronto Maple Leafs Hockey Club in the early 1990s. He has completed a term as President and Board Chair of the Georgian Peaks Club, a private ski club of about 700 families. Mr. Cowper-Smith previously served as Chair of the firm s International Strategic Planning Committee and Business Development Committee. In connection with public policy matters, he pioneered the founding of The Canadian Council for Public-Private ships, an organization of major Canadian corporations and public sector participants dedicated to fostering increased growth in infrastructure such as roads, bridges and airports through cooperative action between the public and private sector. Mr. Cowper-Smith appears in the 2005 Canadian Legal Lexpert Directory, a guide to the leading law firms and practitioners in Canada, as a leading lawyer in the area of corporate commercial law and corporate finance. He is also listed in the 2005 edition of the Guide to the Leading 500 Lawyers in Canada, published by Lexpert and American Lawyer, as a leading lawyer in the area of corporate commercial law. He has authored a number of papers and publications, including Avoiding Liability for Public Disclosure The Canadian Perspective (2001), Forecasts, Projections and Selective Disclosure in Canada, International Business

5 G. BLAIR COWPER-SMITH Lawyer (1997), and Best Practice Guidelines for Public Sector Tendering in the Public-Private ship Area, Canadian Council for Public-Private ships (1996). Mr. Cowper-Smith has also authored, in cooperation with several of his partners, a book on director and officer liability. He serves as a Vice-Chair of one of the largest committees of the International Bar Association Trading in Securities and is a Vice-Chair of the Capital Markets Forum. Mr. Cowper-Smith received his LLB from Osgoode Hall Law School in He was called to the Ontario bar in Office: Toronto Direct Line: bsmith@mccarthy.ca Year of Call: 1974

6 LORNE P. SALZMAN Lorne Salzman is a partner in our Competition Group in Toronto. His practice focuses on competition law and telecommunications regulation. Mr. Salzman has extensive experience in representing clients in contentious and non-contentious competition law matters. He advises clients on competition law aspects of mergers, joint ventures, strategic alliances, dominant behaviour, cartel behaviour, pricing policies and distribution practices. He navigates matters through, and prepares submissions to, the Canadian Competition Bureau. Mr. Salzman represents clients in telecommunications proceedings before the Canadian Radio-television and Telecommunications Commission and Industry Canada. He has participated in proceedings on Canadian ownership and control assessment, resale and sharing of carrier services, interconnection, enhanced services, carrier rates, satellite services, unbundling of carrier service rates, local competition and spectrum licensing. Mr. Salzman has also been involved in telecommunications sector reform projects in foreign countries, including projects that deal with the introduction of competition, licensing, legislative reform and resolving interconnection disputes. He has also assisted clients in contracting for telecommunications services and equipment, acquisition of computer hardware, software and systems, technology transfer, and developing marketing and distribution arrangements. Mr. Salzman is listed in the edition of The World s Leading Lawyers, published by Chambers Global, as a leading lawyer in the area of communications law. He also appears in the 2005 Guide to the Leading 500 Lawyers in Canada, published by Lexpert and American Lawyer, and all editions of the Canadian Legal Lexpert Directory, a guide to the leading law firms and practitioners in Canada, as a leading lawyer in the area of telecommunications. Office: Toronto Direct Line: lsalzman@mccarthy.ca Year of Call: 1975

7 W. IAN PALM W. Ian Palm is a partner in our Business Law Group in Toronto. His practice focuses on the areas of corporate finance, mergers and acquisitions, private equity and technology related-commercial matters. He is a member of the firm s Technology Group, working with national and international clients in various industries. Mr. Palm is featured in Lexpert's 2005 Guide to the Leading 500 Lawyers in Canada in Canadian Midmarket Mergers & Acquisitions, which identifies the top lawyers who establish a "team" or functional partnership with midmarket organizations, providing them with a broad range of business and legal services. He also appears in Legal Media Group s 2005 Guide to the World s Private Equity Lawyers. Mr. Palm regularly acts for a number of early stage and established private and public growth companies, several of the firm s major corporate clients and a number of private equity and venture capital investors. His experience includes acting for issuers, investors and underwriters in various corporate finance, and mergers and acquisition transactions, including private placements, public offerings, private equity and venture capital financing and public and private mergers and acquisitions. Recent transactions include the following: Corporate Finance represented TSX-listed communications services company on $10M special warrant financing; represented TSX-listed communications services company in $7M common share private placement; represented Canadian software company on US$52M initial public offering in Canada and the United States and listing on TSX and Nasdaq National Market; Mergers and Acquisitions represented broadcast and specialty television company in proposed $265M sale to another broadcast and specialty television company; represented public Canadian-based energy company in $1B sale of Ontario-based retail energy business; represented TSX listed communications services company in series of acquisitions of private companies;

8 W. IAN PALM represented Canadian TSX and Nasdaq listed software company in $50M plan of arrangement sale to international telecommunications technology company; advised international software company on Canadian aspects of acquisitions of public and private companies; represented international consulting and outsourcing firm on $1B outsourcing and buyout of joint venture; Private Equity and Venture Capital represented U.S. venture investor in a US$27.3M crossborder (U.S. and Canada) exchangeable share financing of a Québec-based software company; represented marketplace in solutions software company multiple rounds of venture financing; represented U.S. and Canadian private equity investors in US$185M mezzanine debt financing of an Ontario-based automotive parts manufacturer; represented group of venture investors in a $19.8M exchangeable debenture venture financing of a Quebec and Ontario-based biotechnology company; represented group of venture investors in US$12M venture financing of Canadian network technology company; represented U.S. and Canadian venture investors in a US$14.4 cross-border (U.S. and Canada) exchangeable share financing security software company; represented group of venture investors in $14M venture financing of Canadian biotechnology company; represented a significant investor and the general partner on the establishment of private equity buyout fund. He also advises on commercial technology issues such as technology licensing and distribution, Internet and e- commerce transactions, web site and software development, technology acquisitions, software distribution, technology joint ventures and telecommunications. Mr. Palm lectures frequently at selected law schools, conferences and elsewhere on private equity, venture capital and securities law.

9 W. IAN PALM Mr. Palm received his B.Comm. from McGill University and his LLB from the University of British Columbia. He was called to the Ontario bar in Office: Toronto Direct Line: Year of Call: 1995