Securities & Capital Markets

Whether you are an entrepreneur, a startup, or an established private or public company operating in B.C., Canada, or abroad, our Securities & Capital Markets Group is committed to helping you reach your business goals. We partner with enterprises of all sizes to create tailored transactional and compliance solutions that lay a solid foundation for success at all stages of growth.

The financial regulatory landscape is complex and dynamic. Through careful planning, oversight, and risk mitigation practices, we both guide and educate our clients throughout the securities process, to develop a deeper understanding of your business and its rightful place in the market.

Working collaboratively with our clients and taking the time to understand your unique business needs and goals allows us to develop the appropriate structure, tone, and narrative for your business. Together we can grow your company and build a corporate culture that inspires confidence in stakeholders, founders, investors, and the public at large.

We want to be your business partner and an important extension of your core team.

Sectors

We work with small, mid-size, national, and multinational businesses in a variety of industries and sectors including:

Services

 We provide the following services in the area of securities law:

• Financings, including:
  • public offerings
  • cross-border offerings
  • private placements
  • private equity and debt financings
• Stock exchange listings and compliance for all Canadian and United States stock exchanges and quotation systems
• Mergers, acquisitions, and reorganizations including:
  • corporate reorganizations
  • reverse mergers
  • qualifying transactions
  • plans of arrangement
  • amalgamations
  • divestitures
• Sale of shares or assets of private and public companies
• National, cross-border, and other multi-jurisdictional offerings and transactions
• Ongoing regulatory compliance and maintenance
• Corporate governance, including general advice and preparation of policies and charters
• Venture capital and start-up advice, structuring and financings
• Contested transactions, issuer bids, takeover bids, proxy contests
• Agency and underwriter representation
• Shareholder meetings, including contentious meetings

Securities Litigation Services

Our experienced securities litigation team acts for a broad range of individuals and corporations including investment dealers and advisors, securities issuers, directors, shareholders, and other professionals and securities industry participants.

We have represented clients before the BC Securities Commission (BCSC), BC Supreme Court, the BC Court of Appeal,  the Alberta Securities Commission, and the Alberta Court of Appeal.

We provide counsel in a variety of litigation and dispute resolution proceedings including:

• market manipulation
• conspiracy
• shareholder oppression
• derivative action claims
• oppression remedy claims
• breach of contract
• negligence claims
• options vesting
• plans of arrangement
• dissent rights

Representative work

• Corporate & securities counsel to private and public companies in registered and unregistered debt and equity offerings, stock exchange listings, mergers & acquisitions, securities compliance, and continuous disclosure matters in the US and Canada.
• Represents companies in securities regulatory inquiries & investigations, administrative proceedings, and cease trade order compliance & revocation applications.
• Represented a non-profit umbrella organization in the 20% acquisition and restructuring of a social purpose investment fund manager with $500 million under management.
• Acted for a Canadian venture issuer in the merger-takeover of a U.S. public company and acquisition of a 20% interest in the world’s second most extensive lithium brine asset.
• Acted for a New York and California-based investment firm in the placement and management of a $7 million rolling convertible debt portfolio in small capital US public issuers.
• Advised a European national government regarding a proposed take-over bid and the nationalization of TSX mining issuer.
• Canadian counsel to Soleus Capital Management and RA Capital Management in their equity offering for ESSA Pharma Inc. for aggregate proceeds of US$36 million.
• Counsel to the founder of Athabasca Potash Inc. in her successful proxy fight to remove the board of directors, elect a new board and oversee its subsequent sale for $341 million to BHP Billiton by way of a plan of arrangement.
• Counsel to Inspectorate and parent companies lnspicio and 3i, a London based private equity firm, on the $25-million acquisition of PRA Labs.
• Prior Counsel for CHC Helicopters in the acquisition of over 100 helicopters (since 2007), in the establishment of their repair and maintenance business, Heli-One and in their US $310 million initial public offering on the New York Stock Exchange.
• Counsel to numerous electrical power producers (including Trans Canada Power, NaiKun Wind Development, Furry Creek Power, Northland Power, Synex Energy, and Calpine Corporation), in respect of wood waste, run-of-river, wind, and gas-fired power projects.
• CHIP REIT $1.2-billion acquisition by British Columbia Investment Management Corporation.
• Acting as outside legal counsel for NaiKun Wind Development in the negotiation and structuring of a proposed 320 MW-offshore wind farm located in the waters of Hecate Strait.
• Canadian Hotel Income Properties Real Estate Investment Trust creation, initial public offering and listing on the TSX: subsequent public equity and debt offerings: defence of hostile take-over bid; acquisition of a portfolio of hotel properties: securities and corporate governance matters.
• Sun-Rype Products Ltd.: initial public offering and listing on the TSX, defence of hostile take-over bid, securities, and corporate governance matters.
• Banyan Capital Partners Limited Partnership and Banyan Capital Partners II Limited Partnership: organization, funding, investments, and dispositions.
• Corporate and securities counsel to co-operatives on their conversion to corporations.
• Represented a number of American, Asian, and European investors on their investments into Canada in sectors, including computer components. consumer packaging, food products, transportation, infrastructure, oil, gas, and electricity.
• Successfully defended and settled actions brought by option-holders and shareholders on behalf of a publicly listed corporation involving the proper interpretation and exercise of warrant and option certificates.
• Acted for clients in investigations, interviews, and prosecutions by the British Columbia Securities Commission, Investment Industry Regulatory Organization of Canada (IIROC) and the Alberta Securities Commission.
• Proceedings in both the BC Court of Appeal and Alberta Court of Appeal arising out of regulatory prosecutions.