Capital Markets
- Overview
- Who To Contact
- Representative Matters
- Recent Developments
The Aird & Berlis Capital Markets Group provides sophisticated legal advice on a wide variety of public and private capital raising and M&A transactions, as well as investment management and registration matters. Our clients reflect all participants in the Canadian capital markets, and include Canadian and international private and public corporations, family offices and other investors, financial institutions, private equity and additional types of funds, investment dealers and managers, and each of their respective advisors. Our clients engage in a diverse range of sectors and industries, including those traditionally represented in the Canadian capital markets, such as mining, financial services, technology, real estate and manufacturing, as well as emerging ones, such as cannabis, life sciences, esports and space tech. Our Capital Markets Group and individual members of our team have been recognized by leading legal directories such as Chambers Canada, The Best Lawyers in Canada, The Legal 500 Canada and The Canadian Legal Lexpert Directory, and included in The Globe and Mail's list of Canada's Best Law Firms as well as the Global Top 200 Psychedelic Lawyers Directory. Clients choose us for our hard-earned recognition as well as for our results-focused, business-minded approach to negotiations, and our ability to quickly incorporate key business objectives and specific industry conditions into transaction documents.
Aird & Berlis has guided numerous companies through the going public process on all Canadian stock exchanges, whether by initial public offering, reverse-takeover or otherwise, including the pre-going public preparation phase; execution of the transaction; stock exchange listing requirements; concurrent financings; and post-transaction compliance, disclosure and governance obligations.
We help clients with a wide range of corporate and securities compliance matters, including:
- Shareholders’ meetings;
- Periodic and continuous disclosure and insider trading requirements;
- General listing matters in relation to the rules of the TSX, TSX Venture Exchange, Canadian Securities Exchange and CBOE Canada (formerly the Neo Exchange Inc.); and
- Corporate governance best practices and principles such as with respect to the advisability, composition and use of independent committees of boards of directors, gender diversity and ESG matters, board succession and formation of all corporate and board policies.
We have acted for listed entities, as well as shareholders and other market participants, with respect to proxy contests in regulatory hearings – including regulatory hearings at the Ontario Securities Commission (OSC), Toronto Stock Exchange and Canadian Investment Regulatory Organization (formerly Investment Industry Regulatory Organization of Canada) – as well as judicial proceedings.
We frequently contribute to the formulation of policies under the Securities Act (Ontario), which directly affect our clients. We have taken part in the secondment program of the OSC. In addition, several of our Capital Markets Group lawyers have served on stock exchange and securities commission advisory committees, including the OSC’s Securities Advisory Committee.
Our group publishes the Aird & Berlis Capital Markets Quarterly, which highlights the activity of our clients on a quarterly basis, provides a consolidated source of our group’s publications from the preceding quarter and generally seeks to engage readers on Capital Markets topics of interest. To read our current edition, click here.
Our recent transaction-oriented securities law matters include:
- Representing Allied Properties Real Estate Investment Trust (TSX:AP.UN), a leading operator of distinctive urban workspace in Canada’s major cities, in the sale of its network-dense urban datacentre portfolio to Japanese telecommunications provider KDDI Corporation for $1.35 billion.
- Representing Cybin Inc. (NEO:CYBN), a life sciences company focused on psychedelic pharmaceutical therapies, in the completion of a US$30 million common share purchase agreement.
- Representing Linamar Corporation (TSX: LNR) in connection with its acquisition of Bourgault Industries Ltd. and its subsidiaries, further enhancing its position as a leading short-line agriculture equipment manufacturer, for C$640 million.
- Representing Spectra7 Microsystems Inc. (TSXV: SEV) in connection with its private placement of convertible debentures.
- Representing Thesis Gold (TSXV:TAU), a mineral exploration company in northern British Columbia, in its merger with Benchmark Metals Inc.
- Representing Small Pharma Inc. (TSXV: DMT) in connection with the acquisition by Cybin Inc. (NYSE American: CYBN) (NEO: CYBN) of all of its issued and outstanding securities pursuant to a court-approved statutory plan of arrangement.
- Representing the agent in connection with the brokered private placement of units, each unit comprised of one common share and one-half of one common share purchase warrant, of a Nevada-based gold-mining company.
- Representing a U.S. private equity firm as Canadian counsel in connection with its acquisition of a Canadian software company focused on streamlining operations and improving operational efficiency in the manufacturing industry.
- Representing DataStealth Inc., a Toronto-based cybersecurity firm, in connection with its sale of control to Canadian tech entrepreneurs, Michael and Richard Hyatt.
Our recent going public experience includes:
- Representing Celestial Acquisition Corp. (TSXV:CES.P), a space technology-focused CPC, in connection with its initial public offering on the TSX Venture Exchange. Celestial is the first space technology capital pool company to be listed on the TSX Venture Exchange.
- Representing Greenway Greenhouse Cannabis Corporation in connection with its listing on the Canadian Securities Exchange under the symbol “GWAY”.
- Representing SPARQ Systems Inc., a solar energy solutions company, and MJ Innovation Capital Corp. (TSXV:MSMJ.P), a capital pool company, in connection with SPARQ’s reverse takeover and qualifying transaction on the TSX Venture Exchange and concurrent financing.
- Representing Altree Developments, Avenir Jersey Developments Limited and Westdale Construction, as well as their minority co-investors, in connection with West Side Square Development Fund’s US$50-million initial public offering.
The Aird & Berlis Capital Market Group’s broad range of client work, along with the many strong relationships we have established with regulators, investment banks, other advisors and other key stakeholders, allows us to provide comprehensive and creative capital markets advice to our clients.
Contacts
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BioFull bio
Sherri earns the trust of her clients by adeptly managing complex and time-sensitive corporate finance transactions and by providing relevant, busines...
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BioFull bio
With extensive experience in a broad range of corporate finance and commercial matters, Jeffrey offers clients a practical and business-minded approac...
Group Members
Representative Matters
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Knightstone Capital Management Completes Sale of 20 Per Cent Equity Share in CampusOne
Knightstone Capital Management, a Toronto-based real estate development company, completed the sale of a 20 per cent equity share in the CampusOne residence to the University of Toronto. -
Aird & Berlis Guides Sale of Ontario Print Signage Business for North American Multimedia Company
On February 29, 2024, a full-service multimedia sign manufacturing and installation company with operations across North America closed the sale of all of the assets underlying its Ontario-based print... -
Linamar Corporation Completes Acquisition of Bourgault Industries Ltd., Bolstering Its Leading Agriculture Business
Linamar Corporation completed its acquisition of Bourgault Industries Ltd. and its subsidiaries for C$640 million. -
Kuehne+Nagel Acquires Farrow, Expanding Customs Brokerage Presence in North America
On January 31, 2024, Kuehne+Nagel, a global logistics company headquartered in Switzerland, completed its acquisition of Farrow, a Canadian customs brokerage firm employing more than 800 employees in ... -
Abraxas Power Corp. Completes Private Placement, Bolstering Commitment to Energy Transition
On January 25, 2024, Abraxas Power Corp. (“Abraxas”) completed its private placement of common shares. Abraxas is a global renewable energy developer whose team has extensive experience in leading, fi... -
BZAM Completes Acquisition of Final Bell's Canadian Operation
On January 8, 2024, BZAM Ltd. (“BZAM”), a leading Canadian cannabis producer, completed the acquisition of Final Bell Canada Inc. (“FBC”), an end-to-end supply chain system for cannabis brands, from F... -
Baylin Technologies Concludes Successful Private Placement of Preferred Shares
On December 29, 2023, Baylin Technologies Inc. (TSX: BYL), a diversified global technology company, completed its private placement offering of 68,000 10% Cumulative Redeemable Retractable Series A Pr... -
Baylin Technologies Successfully Completes Rights Offering, Raising $11.8 Million
On December 22, 2023, Baylin Technologies Inc. (TSX: BYL), a diversified global technology company, completed its offering of rights to purchase its common shares at a subscription price of $0.19 per ... -
Goliath Resources Completes Private Placement of Charity Flow-Through Units
On December 21, 2023, Goliath Resources Limited (TSX-V: GOT), a precious metals exploration company, closed a non-brokered private placement of 2,597,403 charitable flow-through units. -
Cybin Announces Completion of Underwritten Public Offering of Units
On November 14, 2023, Cybin Inc. (NEO:CYBN) (NYSE American: CYBN), a clinical-stage biopharmaceutical company committed to revolutionizing mental health care by developing new and innovative psychedel...
Recent Developments
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Article
CSA Provides Updated Guidance on Virtual Shareholder Meetings
On February 22, 2024, the Canadian Securities Administrators (the “CSA”) published new guidance on virtual shareholder meetings, updating its initial guidance published in February 2022. -
Firm News
Aird & Berlis Recognized in 2024 Canadian Legal Lexpert Directory
The Canadian Legal Lexpert Directory has recognized 62 partners at the firm as leading lawyers across 37 different practice areas. Aird & Berlis was also recognized at the firm level across 16 differe... -
Event
Mining Series: Part 2 - Unlocking Opportunities in Latin America - Spotlight on Bolivia
- 01:00 PMJoin our panel of experts as they discuss considerations for Canadian mining companies doing business in Bolivia and gain insight into the Bolivian legal framework on mining rights, tenure agreements ... -
News Item
Mining Two-Part Webinar Series
Join members of the Aird & Berlis Mines & Minerals Group for a two-part webinar series. -
Firm News
Aird & Berlis Welcomes Seven New Partners
Aird & Berlis is pleased to announce that Dillon Collett, Sean Green, Cathy Jares, Naomi Mares, Felix Ng, Alexandra Raponi and Josh Suttner have become partners of the firm. -
Firm News
Aird & Berlis Partners Recognized in the Lexpert ALM 500 Guide
Aird & Berlis is pleased to announce that Jill Fraser, Neil Bass and Lorenzo Lisi have been recognized in Lexpert/American Lawyer’s 2024 Guide to the Leading 500 Lawyers in Canada. The firm is also li... -
Firm News
Aird & Berlis Lawyers Recognized in Global Top 200 Psychedelic Lawyers Directory 2024
The following members of our Life Sciences Group were recognized: Sherri Altshuler, Melanie Cole, Sean Green, Danny Kharazmi, Richard Kimel, Jeffrey Merk and Russell Sanders. -
Article
Venture Capitalists and Founders Beware: CBCA Mandates Public Disclosure of Significant Control
As of January 22, 2024, not only will private companies (and the non-wholly owned subsidiaries of public companies) incorporated under the CBCA be required to file with Corporations Canada their ISC r... -
Firm News
Adria Leung Lim Recognized as a 2023 Lexpert Rising Star: Canada’s Leading Lawyer Under 40
Aird & Berlis is proud to announce that Adria Leung Lim has been recognized as a 2023 Lexpert Rising Star: Leading Lawyer Under 40. -
Article
Artificial Intelligence in Canadian Capital Markets: Examining the Ontario Securities Commission Report
A recent report from the Ontario Securities Commission highlights current AI use cases, benefits and challenges, and looks to raise awareness of the opportunities and risks in using AI in various capa... -
Article
Knowledge Is Power … or Is It? Knowledge’s Impact on ‘Sandbagging’ in Canadian M&A Transactions
This article sets out some of the key Canadian-specific practices purchasers and advisors need to be aware of when it comes to sandbagging in the context of private M&A transactions involving Canadian... -
Firm News
Aird & Berlis Named One of Canada’s Best Law Firms 2024 by The Globe and Mail
Aird & Berlis is pleased to announce its inclusion in The Globe and Mail’s Canada’s Best Law Firms 2024 list. For a third year, The Globe and Mail's Report on Business magazine partnered with Statista... -
Article
Insider Tipping: Recent Ontario Capital Markets Tribunal Decision Provides Important Guidance for Public Companies and Insiders
In a recent decision, Kraft (Re), 2023 ONCMT 36, the Ontario Capital Markets Tribunal directly addressed and applied the “necessary course of business” exception under Section 76(2) of the Securities ... -
Firm News
2023 Edition of Doing Business in Canada Now Available!
Aird & Berlis is pleased to present the 2023 edition of Doing Business in Canada. This publication was developed to provide a general overview of Canadian federal and Ontario law, and is intended for ... -
Article
Equity Rollovers in Inbound Canadian Cross-Border M&A
This article provides an overview of typical exchangeable share structures implemented in cross-border M&A transactions involving a private Canadian target corporation, the characteristics of the exch... -
Article
What’s Market in Canadian Public Target M&A: Key Trends and Insights From the ABA Deal Points Study
From buyer profiles and industry trends to key commercial terms, this article examines critical deal points that shaped the public Canadian M&A deal landscape during the period covered by the most rec...