PROFILE
Eric's practice is focused on corporate finance and securities law. Specifically, Eric has acted on numerous public and private securities offerings as counsel for agents and underwriters as well as for issuers listed on the Toronto Stock Exchange, the New York Stock Exchange, the TSX Venture Exchange, the American Stock Exchange, AIM and NASDAQ. Eric acts for a number of registrants including investment dealers and advisers in respect of all manner of registration matters, and he has a specific expertise in respect of discretionary managed account programs. Eric has acted as counsel on a number of M&A transactions, both friendly and hostile, and also acts for a number of public and private issuers in respect of ongoing general corporate and securities law matters.
Publications
MAY 13 2020
Recap of the OSC's Seminar: COVID-19 - Continuous Disclosure Obligations and Considerations for SMEs
The Ontario Securities Commission (the "OSC") hosted a presentation entitled "Continuous Disclosure Obligations and Considerations for Small and Medium Enterprises" ("SMEs") on May 6, 2020 (the "Presentation"). The purpose of this article is to summarize some of the key points discussed during the Presentation, with a particular focus on management's discussion and analysis ("MD&A"), financial information, material change reports ("MCRs") and temporary relief for executive compensation disclosure.
APRIL 22 2020
Get a Head Start - Avoid Prospectus Approval Delays by Pre-Filing a Prospectus on a Confidential Basis
On March 5, 2020 the Canadian Securities Administrators (the "CSA") introduced a harmonized process for full reviews of prospectuses on a confidential pre-filing basis for non-investment issuers (the "Pre-File Process"). The concept of pre-filing a prospectus for comment is not new, however it was previously applied inconsistently by the various regulators. This prompted the CSA to respond by releasing its Staff Notice 43-310 Confidential Pre-File Review of Prospectuses (for non-investment fund issuers) (the "Staff Notice") to help harmonize the pre-filing process, and to help issuers obtain more certainty and flexibility in prospectus offerings.
APRIL 15 2020
TSXV Announces Temporary Relief of $0.05 Minimum Pricing Requirement
Pursuant to a bulletin issued on April 8, 2020, the TSX Venture Exchange ("TSXV") implemented further temporary relief measures (the "Temporary Relief") in response to the COVID-19 pandemic, regarding its $0.05 minimum pricing requirement.
APRIL 03 2020
Canadian Securities Regulators and TSX Publish Details of Blanket Relief; Extension of AGM Deadlines Under Business Corporations Act (Ontario)
MARCH 23 2020
COVID-19 and Shareholder Meetings: Now What?
We have received several inquiries from clients asking for guidance regarding their shareholders meetings in light of the rapidly evolving novel coronavirus pandemic and the need to socially distance ourselves. With the AGM meeting season upon us, this article seeks to provide information relating to (i) the options available for holding AGMs in light of the COVID-19 concerns and (ii) the procedures to be followed in the event that an issuer decides to change the date, time or location of its in-person AGM due to COVID-19.
MARCH 19 2020
The CSA to Grant Temporary (45-Day) Relief for Some Regulatory Filings Due to COVID-19
This article highlights some of the key points around the CSA's 45-day extension and what issuers and other capital market participants need to know with respect to regulatory filings due to COVID-19.
MARCH 10 2020
Are You Properly Relying on The Private Issuer Exemption To Issue Shares or Other Securities?
Many private issuers incorrectly assume that because they are non-distributing companies (i.e. not public), securities laws do not apply to them. This is an incorrect assumption that could result in issuers unknowingly acting contrary to securities laws. The purpose of this article is to review the principal elements of the Ontario private issuer exemption...
SEPTEMBER 12 2019
Hot Off the Press: the CSA Issues Guidance on Climate Change-Related Risks
On August 1, 2019 the Canadian Securities Administrators ("CSA") published Staff Notice 51-358 Reporting of Climate Change-related Risks (the "Notice") to highlight the responsibilities, risks and materiality considerations that board members and key personnel should consider in light of climate change-related issues as they relate to the issuer's Management's Discussion and Analysis ("MD&A") and Annual Information Form ("AIF")...
MAY 08 2019
Out with the Old In With the "Re-NEWed System" to Replace SEDI, SEDAR and NRD
On May 2, 2019 the Canadian Securities Administrators ("CSA") issued a press release introducing the National Systems Renewal Program ("NSPR") aimed at developing a new centralized information technology system (the "Renewed System") to replace various local records filing systems, as well as the System for Electronic Development Analysis and Retrieval ("SEDAR"), the System for Electronic Disclosure by Insiders ("SEDI"), and the National Registration Database ("NRD").
AUGUST 10 2017
Market Participants Take Note: Securities Regulators To Subject Special Transactions To Greater Scrutiny And On A Real-Time Basis
On July 27, 2017, the securities regulatory authorities of Ontario, Quebec, Alberta, Manitoba and New Brunswick (collectively, "Staff") published comments in a Notice (the "Notice") on Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), advising market participants of their collective intention to subject material conflict of interest transactions ("Special Transactions") to greater scrutiny by reviewing them in "real time."
Practice Areas
Industry Groups
Representative Work
February 2016 – Acted for Tribute Pharmaceuticals
Acted for Tribute Pharmaceuticals Canada Inc. in connection with its business combination with Pozen Inc. to form Aralez Pharmaceuticals Inc. and concurrent financing.
December 2015 - Acted for Axios Mobile Assets
Acted for Axios Mobile Assets Corp. in connection with a $14,000,000 private placement of units.
June 2015 – Acted for Tribute Pharmaceuticals
Acted for Tribute Pharmaceuticals Canada Inc. in connection with a $12,500,000 offering of 6% Secured Subordinated Debentures.
May 2015 – Acted for Tribute Pharmaceuticals
Acted for Tribute Pharmaceuticals Canada Inc. in connection with a $12,000,000 private placement of common shares.
March 2015 Acted as Agent's Counsel
Acted as counsel to Primary Capital Inc. in connection with a $5,250,000 offering of units.
February 2015 – Acted as Underwriters’ Counsel
Acted as counsel to Scotia Capital Inc. and a syndicate of underwriters in connection with a bought deal offering of common shares of Lydian International Limited.
January 2015 – Acted as Agent’s Counsel
Acted as counsel to Jacob Securities Inc. in connection with an offering of preferred shares of LocoMobi Inc.
January 2015 – Acted as Agent’s Counsel
Acted as counsel to Jacob Securities Inc. in connection with an offering of debenture units of Axios Mobile Assets Corp.
October 2014 – Acted as Agent’s Counsel
Acted as counsel for M Partners Inc. in connection with a private placement of units by Mineral Mountain Resources Inc.
September 2014 – Acted as Counsel to Special Committee
Acted as counsel to the special committee of the board of directors of Carfinco Financial Group Inc. in connection with the proposed acquisition of Carfinco Financial Group Inc. by Banco Santander, S.A.
March 2014 – Acted as Underwriters' Counsel
Acted for a syndicate of underwriters in connection with a $10 million bought deal private placement of common shares by Reservoir Minerals Inc.
July 2014 – Acted for Tribute Pharmaceuticals
Acted for Tribute Pharmaceuticals Canada Inc. in connection with an $30 million overnight marketed offering of units by way of short form prospectus.
January 2014 – Acted as Agent's Counsel
Acted as agent's counsel in connection with a $10 million private placement of common shares by Aurora Spine Corporation.
September 2013 – Acted as Agents' Counsel
Acted as agent's counsel in connection with the initial public offering of common shares of Aurora Spine Corporation.
August 2013 – Acted as Agents' Counsel
Acted for a syndicate of agents in connection with a $4 million bought deal private placement of flow-through shares by Canadian Zinc Corporation.
August 2013 – Acted for Tribute Pharmaceuticals
Acted for Tribute Pharmaceuticals Canada Inc. in connection with a US$8 million credit facility with SWK Funding LLC.
March 2013 – Acted as Underwriters' Counsel
Acted for a syndicate of underwriters in connection with a $50 million bought deal offering of convertible debentures by San Gold Corporation.
March 2013 – Acted for Tribute Pharmaceuticals
Acted for Tribute Pharmaceuticals Canada Inc. in connection with a US$4.6 million private placement of units.
February 2013 – Acted as Agents' Counsel
Acted as counsel for a syndicate of agents in connection with a $10 million private placement of common shares by Roxgold Inc.
December 2012 – Acted as Agent's Counsel
Acted as agent's counsel in connection with a $3.1 million private placement of securities by Sphere3D Inc.
Memberships
- Canadian Bar Association
- Law Society of Upper Canada
Directorships
- 71 Capital Corp.
Education
- University of Toronto, J.D., 1997
- Canadian Securities Course, 1994
- Queens University, B.Comm (Hons.), 1994
