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Kimberly Thomas

Affiliated Independent Counsel*

Admitted to the Ontario Bar: 1998

*Practising as a professional corporation

A proud citizen of the Seneca Nation, Bear Clan and an experienced corporate lawyer, Kimberly provides incisive guidance and specialized legal expertise to Indigenous Nations and Indigenous-owned businesses and organizations. She is committed to assisting Indigenous Nations with Nation building through sustainable economic development.

Kimberly has advised Indigenous Nations, Indigenous-owned profit and non-profit corporations on a variety of matters, including incorporation of businesses and non-profit organizations, charitable status applications, mergers and acquisitions, corporate governance, corporate structuring, taxation planning, funding agreements, on-reserve housing, financing, employment law matters and conflict of interest issues. She is skilled at drafting all associated corporate documents, including shareholder agreements, partnership agreements, employment contracts, regulations, by-laws and legislation.

Kimberly has provided general corporate counsel for partnerships and joint ventures among Indigenous-owned businesses and the private sector, advising on economic development on reserve lands, unique federal and provincial regulatory considerations, taxation implications, corporate structuring and taxation planning.  

Her experience includes acting for Indigenous Nations in negotiations with resource companies and federal, provincial and municipal governments regarding protection of Aboriginal and Treaty rights and economic development. Kimberly has also advised Indigenous Nations and Indigenous-owned companies on energy projects in Ontario, and on establishing electric utilities.

Professional Involvement

  • Past Director, TVN Niagara Inc. (involved in CRTC application for television station in Niagara)
  • Past Director, Ontario First Nations Limited Partnership (responsible for overseeing Ontario Lottery Gaming revenue distribution to Ontario First Nations)
  • Past Director, Indigenous Bar Association

Representative Matters

Corporate Transactions

Advised on and implemented corporate restructurings for Indigenous Nations to integrate their economic enterprises.

Acted as general corporate counsel to address the unique considerations of issues related to reserve lands held in trust for the benefit of an Indigenous Nation and the most advantageous corporate structure to maximize profits for the joint venture.

Conducted due diligence on behalf of several Indigenous Nations regarding proposed off-reserve joint venture partners and a corporate restructuring.

Provided legal opinion addressing the benefits of off-reserve corporations relocating to the reserve. Addressed statutory considerations, taxation implications, leasing issues and employment training.

Provided legal opinions to major financial institutions to address security issues on-reserve.

Counsel for an Indigenous Nation to establish a credit union owned by an Indigenous Nation on-Territory.

Counsel for an Indigenous Nation to establish housing as a business on-reserve. Addressed corporate structure, liability, on-reserve security and financing issues.

Counsel for two Indigenous business owners to establish on-reserve franchises. Addressed corporate structure, taxation issues and liability.

Counsel for an Indigenous Nation to establish a long-term care facility on-reserve. Addressed statutory and licensing obligations and liability issues.

Aboriginal and Treaty Rights and Governance

Counsel for an Indigenous Nation in negotiations with a mining company that was infringing Aboriginal and Treaty rights.

Counsel for an Indigenous Nation in strategizing regarding the pursuit of a claim against the provincial and federal governments for breach of Aboriginal and Treaty rights, trespass and breach of fiduciary duties arising from flooding of reserve lands and facilitation of all community meetings regarding same.

Counsel for an Indigenous Nation in negotiations with a generating facility for breach of Aboriginal and Treaty rights and trespass and breach of fiduciary duty arising from flooding of reserve lands.

Counsel for an Indigenous Nation in negotiations with the municipal, provincial and federal governments for the addition of acquired lands to be attributed the same rights and privileges as the Indigenous Nation’s existing Settlement Lands.

Counsel for Indigenous tobacco manufacturers to draft legislation to regulate on-Territory tobacco trade to regulate growers, retailers, manufacturers, wholesalers, importers and exporters, including all industry and community consultations required.

Drafted a comprehensive Business Licensing Law and Limited Liability Company Law for an Indigenous Nation, including all community consultations required.

Drafted and implemented a comprehensive Probate Code and Regulations for an Indigenous Nation, including all community consultations required. Advised the Nation’s Surrogate Court Judges and Clerks regarding procedural and substantive issues arising under the Probate Code. Drafted numerous estate distribution orders for the Surrogate Court Judges.  

 

Energy Projects

Legal counsel to project proponent constructing a 270 km transmission line on Western James Bay to service remote Indigenous Nations. Throughout the project cycle, provided strategic legal advice on corporate structuring, regulatory and environmental matters and project finance.

Acted as general corporate counsel to an Indigenous-owned corporation established to provide consulting services, project facilitation, co-ordination, operation and maintenance for several energy projects in Ontario. Retained by the corporation to negotiate with Ontario Power Generation Inc. regarding past grievances for the flooding of traditional territories and to negotiate the acquisition of sites.

Advised an Indigenous Nation on all aspects of establishing its own independent electric utility, including corporate structuring issues, taxation, legislative issues, corporate finance and regulatory issues.

Advised an Indigenous Nation on all aspects of establishing its own wind farm energy project, including corporate structuring issues, legislative issues, corporate finance and regulatory issues.

Advised an Indigenous Nation regarding the applicability and transferability of Energy Tax Credits and Canadian Renewable and Conservation Expenses for a wind energy project.

Selected Speaking Engagements

“Human Resources Workshop,” Tecumseh Community Development Corporation, 2017, 2016.

“Due Diligence Workshop,” Southern First Nations Secretariat, 2015, Tecumseh Community Development Corporation, 2017, 2013.

“Incorporation Workshop,” Six Nations Women of the Grand River Community-Based Leadership Program, 2014.

“Taxation Update:  When is Your Income Taxable v. Exempt?,” Six Nations of the Grand River, 2005.

"Business Models,” Working Partnerships: Aboriginal People, the Private Sector and Resource Development Conference, Aboriginal Economic Renewal Initiative, Thunder Bay, Ontario 2003.

“Doing Business with First Nations:  Corporate Structures and Taxation Implications," Aboriginal Economic Development Forum, Insight, Toronto, Ontario, 2001.

Selected Publications

“The Taxation and Financing of Aboriginal Businesses in Canada,” Carswell, 2008 to 2010.

“Infringement of Aboriginal Title, Aboriginal and Treaty Rights:  Overcoming the Burden of Proof,” commissioned by the Assembly of First Nations, 2001.

“The Economic Implications of Delgamuukw,” commissioned by the Assembly of First Nations, 2000.

Education

  • LLB, University of British Columbia, 1996
  • MSW, University of Toronto, 1989
  • BSW, University of Western Ontario, 1988