Securities and Corporate Finance
What We Do
Our lawyers and paralegals serve a diverse spectrum of clients, from individuals planning to incorporate ‘start up’ companies to multinational public companies, across a broad array of industries, from mining and oil and gas to technology and investment companies. We apply our extensive knowledge in guiding our clients through structuring incorporations, seed financings and other private debt or equity financings, initial public offerings, secondary offerings, multijurisdictional/cross-border offerings, and merger and acquisition transactions. In so doing, we address our clients’ immediate needs while maintaining focus on our clients’ long term goals. We work closely with our clients, board members and senior management with respect to deal structure, ongoing compliance, disclosure, and corporate governance matters, while ensuring that we provide advice that is both cost-effective and practical.
What You Can Expect from Us
We believe it is crucial to understand your business and operations in order to identify your goals and concerns, and apply our knowledge of the commercial realities of today’s capital markets in helping you achieve your goals and address your concerns. Similarly, we believe in giving you options when it comes to strategic planning, both in the short and long term, particularly to address your evolving needs in the constant fluctuations and changes in today’s business environment.
You will have access to securities lawyers with a range of experience assisted by an able group of experienced securities paralegals. Therefore, we can allocate work according to the experience required at the best possible rate. Our approach also means you can have confidence that your work is carried out by the most qualified, and most cost-effective, person. We pride ourselves on the close working relationship that develops between our team members and our clients, so that we get to know you and your business and the issues that you face.
We know that businesses connected to securities markets do not necessarily observe the traditional work day (or week) and we accommodate this by being accessible to you when you need us.
Legal Services
We frequently provide services to clients in connection with the following:
Structuring “Start Ups”:
Advising individuals from the early stages through to commercialization, from structuring the proper vehicle (e.g., corporations, limited partnerships, trusts etc.) to structuring authorized capital to address both short and long term goals (including exit strategies) while emphasizing flexibility. For those start ups in the technology sector, we work closely with the firm’s Intellectual Property Group to protect and maximize the value of the client’s intellectual property assets.
Seed Financing and Other Private Debt/Equity Financings:
Structuring and negotiating the most appropriate financings for our clients, in order to balance issues of control with the need to attract investment, and to address concerns related to dilution, liquidity and preferred rights. From the simple to the complex, from private placements, convertible debt offerings to offering memorandum financings, our group strives to develop the most suitable financing arrangements for our clients, while keeping costs and efficiency in mind.
Government Funding Programs:
Advising clients on government programs that may be available to them, such as SR&ED credits, flowthrough financings, or Small Business Venture Capital Act eligibility. Many of these programs require specific attention to be paid to structure, residency requirements, expenditure requirements and other issues.
‘Legal Fitness’:
Ensuring the optimal structure and ‘legal fitness’ of our clients to attract further investment or with a view to going public. This includes working closely with our Intellectual Property Group to ensure the protection of intellectual property, address employee and consultant issues, confidentiality and disclosure matters, and preparing and advising principals throughout the due diligence process.
Going Public:
Guiding our clients through initial public offerings or reverse takeovers of existing public companies and listings on stock exchanges including the Toronto Stock Exchange, TSX Venture Exchange, CNSX, NASDAQ, and the OTC Bulletin Board. We also routinely assist our clients in negotiations and dealings with brokers, underwriters, securities commissions and stock exchanges.
Capital Pool Companies:
We have extensive experience in the TSX Venture Exchange’s “capital pool company” program, from incorporation, seed share financing, initial public offering to completion of the qualifying transaction. We negotiate and structure qualifying transactions that maintain flexibility and adaptability for our clients going forward, while addressing the TSX Venture Exchange’s criteria and requirements.
Compliance and Disclosure:
We advise both private and public companies on compliance and disclosure issues that arise regularly with respect to promotional materials and required filings (including NI 43-101 technical reports for mining issuers), in order to minimize liability risk and regulatory scrutiny. We keep our clients up-to-date with the ever-changing regulations and stock exchange policies that impact on them and their principals.
Mergers and Acquisitions:
Guiding clients through both friendly and hostile takeovers, plans of arrangement, and other M&A transactions, in transitioning our clients to their next stage of growth or exit.
For assistance please contact one of our securities and Corporate Finance Laws lawyers:
Lawyers:
Paralegals:
Recent Articles/Publications
- A Mining Issuer's Guide to the Galaxy: Four Roads to the TSX Venture Exchange by Sharon White and Chris Lennon - This article originally appeared in the Spring 2010 issue of Mineral Exploration, The Official Publication of AME BC
*Professional law corporation