Capital Markets and Securities

Our team advises issuers, investment banks and investors in equity and debt transactions that raise capital through public and private capital markets both in Canada and abroad.

We have extensive experience in all aspects of securities law and corporate finance including public offerings, private placements, venture capital financing, takeover bids, issuer bids, mergers and acquisitions and the day-to-day governance  of both private and public companies.

We also help clients identifying and access potential sources of capital and in structuring, negotiating and documenting financing transactions at all business stages, including seed, angel, venture capital, bridge, convertible, debt, private placements and public offerings.

We understand that success lies not only in managing the transaction, but also in understanding our clients’ wider commercial goals. We provide a broad range of securities and corporate finance services to both private and public companies, issuers, investment dealers, and venture capital and private equity funds  relating to:

  • public and private offerings of securities
  • equity and debt finance
  • mergers and acquisitions
  • stock exchange listing
  • public company maintenance and compliance
  • investments funds and asset management
  • securities registrant regulation and compliance
  • corporate governance
  • securities litigation
  • broker/dealer litigation

Related Expertise

Broker/Dealer Litigation

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Broker/Dealer Litigation

Our litigation lawyers have wide ranging experience in securities and broker/dealer proceedings and the breadth of remedies sought in securities cases. We are able to creatively and persuasively present or defend such claims on behalf of our clients.

We have represented investment dealers, mutual fund dealers, registered representatives, salespersons, compliance professionals and other market participants.

We have represented investment dealers, mutual fund dealers, registered representatives, salespersons, compliance professionals and other market participants.

Our securities litigators have been involved in a variety of securities-related litigation matters, including:

  • actions involving investment advisors including allegations regarding suitability, unauthorized discretionary trading, negligence, breach of contract and breaches of fiduciary duties
  • representation of various registrants in proceedings instituted by self-regulating organizations or provincial securities commissions
  • representation in hostile take-over bids
  • securities arbitration involving individual investors
  • corporate governance disputes
  • shareholder derivatives and similar actions for public companies
  • valuations and relating claims for private companies
  • injunctive and other proceedings relating to departing sales representatives including matters relating to allegations of breaches of fiduciary duties, confidentiality terms and/or restrictive covenants
  • employment related matters arising from the financial services sector
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Corporate Governance

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Corporate Governance

We advise public issuers and private companies on a wide range of matters related to effective business and committee structuring, accountability matters, governance procedures, board management and other corporate governance matters. We understand and are sensitive to competing interests, and routinely provide advice on time-sensitive, controversial or risk-laden matters. We also advise individual directors and officers, and security holders of public and private businesses, on the enforcement of their rights. We work with our clients on such matters as:

  • board and committee mandates and assessments
  • regulatory compliance requirements and best practices
  • director and officer indemnification practices
  • proxy contests
  • special committees of public issuers in respect of mergers and acquisitions
  • fiduciary duties
  • shareholder relations and dispute resolution
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Equity and Debt Finance

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Equity and Debt Finance

We assist our clients with traditional and innovative financing transactions in both domestic and international capital markets. We act for a broad range of clients, including start-ups and other private companies, public companies, investment dealers, exempt market dealers and venture capital funds on all equity and debt finance related matters including:

  • raising capital (public offerings and private placements)
  • IPOs
  • project finance
  • debt finance and lending
  • private equity transactions
  • structured finance and securitization
  • institutional lending
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Investment Funds and Asset Management

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Investment Funds and Asset Management

We assist our clients with the creation and continuous disclosure requirements of their investments funds. We act for public mutual funds, private investment funds, exchange traded funds, commodity pools and special purpose investment vehicles. In our broad practice we deal with a range of investment management issues impacting issuers, managers, distributors, financial institutions and service providers, including:

  • establishing new mutual funds, both public and private, and other types of investment fund vehicles
  • renewing annual information forms and prospectuses
  • dealing with Canadian securities regulators on numerous matters, including in respect of investigations, hearings and compliance matters
  • organizing and conducting meetings of fund securityholders advising on fiduciary, conflict of interest and fund governance issues
  • advising on tax issues and dealing with taxation authorities
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Mergers and Acquisitions

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Mergers and Acquisitions

We negotiate, structure and advise on a wide range of M&A transactions, for both public and private companies in Canada and abroad. We represent acquirers and sellers in the structuring, negotiation, documentation, and closing of mergers, acquisitions, divestitures, exchanges, and joint ventures across a variety of industries. Our full service business law capabilities ensure that our clients’ needs are carefully considered from all perspectives and we provide pragmatic advice on transactional matters including:

  • planning acquisition strategies;
  • developing appropriate and tax efficient transaction structures;
  • comprehensive legal due diligence;
  • business combinations through amalgamations and plans of arrangement;
  • take-over defense and shareholder activism including requisitioned shareholder meetings and proxy contests; and
  • assisting target companies in preparing for and defending take-overs, including negotiating support agreements in friendly bids and implementing defense mechanisms in hostile bids.
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Public Company Maintenance and Compliance

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Public Company Maintenance and Compliance

We advise public companies and trusts on all matters relating to maintaining its reporting status and complying with on-going regulatory requirements, including:

  • timely and continuous disclosure requirements
  • shareholder meetings
  • communications with shareholders
  • changes in regulations
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Securities Litigation

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Securities Litigation

Our litigators have wide ranging experience in securities and broker/dealer proceedings. We have extensive experience with the breadth of remedies that are sought in securities cases. We are able to creatively and persuasively present or defend such claims on behalf of our clients.
Our clients include brokers/dealers, individual investors, individual registrants and private and public companies. We also advise market participants in proceedings before securities commissions, stock exchanges, and self-regulatory organizations.

Our securities litigators have been involved in a variety of high-profile securities-related litigation matters, including:

  • corporate class action litigation involving security disclosure issues
  • class actions against securities dealers in connection with recommendations of their analysts
  • actions involving investment advisors including allegations regarding suitability, unauthorized discretionary trading, negligence, breach of contract and breaches of fiduciary duties
  • representation of various registrants in proceedings instituted by self-regulating organizations or provincial securities commissions
  • arbitrations brought under the Arbitration Program of the Investment Dealers Association of Canada
  • representation of management in hostile takeover bids
  • securities arbitration involving individual investors
  • litigation relating to registration and issuing of securities
  • corporate governance disputes
  • shareholder derivatives and similar actions for public companies
  • valuations and relating claims for private companies
  • injunctive and other proceedings relating to departing sales representatives including matters relating to allegations of breaches of fiduciary duties, confidentiality terms and/or restrictive covenants
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Securities Registrant Regulation and Compliance

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Securities Registrant Regulation and Compliance

We are focused on assisting our clients negotiate the dynamic and complex regulatory environments in which they conduct business. We are constantly updating our knowledge base in order to provide our clients with practical and actionable advice. We have solid relationships with Canada’s principal securities regulators, with whom we are in constant dialogue, both on a formal and informal basis. Our specific services include:

  • registration
  • regulatory compliance
  • continuous disclosure
  • regulatory investigations
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Stock Exchange Listing

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Stock Exchange Listing

We have a broad range of experience assisting our clients gain listings on both the Toronto Stock Exchange and TSX Venture Exchange. Our clients come from a variety of industry sectors including Mining, Energy, Technology, CleanTech, Banking and Financial Services, REITs and Transportation. We have advised many issuers at various stages in their development with:

  • initial public offerings coupled with a TSX, TSXV listing
  • reverse take-over transactions
  • TSXV Capital Pool Company IPOs and qualifying transactions
  • U.S. and international issuers seeking to list in Canada
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