Jeffrey K. Merk
-
Toronto
- Bio
- Awards & Recognition
- Professional Involvement
- Representative Matters
- Selected Speaking Engagements
- Selected Publications
- Insights
- Education
With extensive experience in a broad range of corporate finance and commercial matters, Jeffrey offers clients a practical and business-minded approach to solving legal and regulatory challenges. He is skilled at isolating what is truly important in a complex business transaction and in identifying solutions. Jeffrey takes great care in tailoring his service to each client and providing strategic and insightful judgment to effectively further their business objectives.
Jeffrey is Co-Practice Group Leader of the firm's Capital Markets Group and Co-Chair of the Mergers & Acquisitions and Life Sciences Groups. He is also a member of the firm's Corporate/Commercial and International Transactions Groups, as well as the Cannabis and Mines & Minerals Groups. He practises corporate law with an emphasis on public and private financings, mergers and acquisitions, corporate governance and ongoing general corporate and commercial activities. Jeffrey’s experience includes numerous cross-border securities offerings (public and private); acting for U.S. buyers of Canadian entities or assets; acting for U.S. financiers of acquisitions in Canada; acting for Canadian sellers to U.S. buyers; and acting as Canadian counsel in connection with large, internationally led transactions. He frequently advises mining, private equity, industrial, cannabis and psychedelics clients.
Jeffrey is recognized by The Canadian Legal Lexpert Directory as a leading lawyer in the area of Corporate Mid-Market and is included in the Lexpert Special Edition – Finance and M&A and Lexpert Special Edition – Technology and Health Sciences. He is also recognized as a leading lawyer in Corporate Law and Cannabis Law by The Best Lawyers in Canada. Jeffrey is recommended in The Legal 500 Canada for his expertise in the practice area of Corporate and M&A. Jeffrey has recently been featured in the media with respect to the legal, regulatory and investment context for psychedelics in Canada.
Awards & Recognition
- Recognized in The Canadian Legal Lexpert Directory as a leading lawyer in the areas of Corporate Mid-Market and Corporate Finance & Securities
- Recognized in The Best Lawyers in Canada in Corporate Law and Cannabis Law
- Recognized in the Global Top 200 Psychedelics Lawyers Directory 2022 – 2025
- Recommended in The Legal 500 Canada for his expertise in the practice area of Corporate and M&A
- Included in Lexpert's 2025 Special Edition on Finance and M&A
Professional Involvement
Professional Activities
- Advisory Board Member of the International Bar Association's Professional Ethics Committee (2022-2023)
- Past Co-Chair of the International Bar Association's Professional Ethics Committee (2020–2021)
Memberships
- International Bar Association
Community Involvement
- President's Council, St. Michael's Hospital Foundation (2015–2019)
Representative Matters
Numerous matters related to equity investments, public and private M&A transactions, and corporate and securities law matters, including:
Represented Maritime
Resources Corp. (TSXV: MAE), a Canadian gold exploration and
development company, in its $20-million brokered "best efforts"
private placement offering of units.
Represented multiple produce companies in connection with a hybrid sale of shares and assets for more than $100 million.
Represented a U.S.-based, U.S. private equity-backed leading AI-powered unified conversations platform for community financial institutions in its acquisition of a Canadian company that is a leading collections technology provider.
Represented a U.S.-based, U.S. private equity-backed global engineered equipment and automation solutions provider to the food processing, packaging and material handling sectors in its acquisition of a leading manufacturer of protein processing solutions headquartered in the Greater Toronto Area of Ontario, Canada.
Represented an existing group of shareholders, as co-counsel, in their acquisition of all outstanding shares of Gowest Gold Ltd. in a go private transaction.
Represented Powerfleet, Inc. (Nasdaq: AIOT), a global AIoT SaaS provider, in its acquisition and related financing of Fleet Complete, a leader in connected vehicle technology and fleet management.
Represented a U.S.-based, U.S. private equity-backed retail technology company committed to changing the way in which the world collects business information and insights as Canadian counsel in its acquisition of a Canadian-based AI-driven retail software company.
Represented a U.S.-based, U.S. private equity-backed commercial landscaping company in its acquisition of a commercial and residential landscaping services provider.
Represented Maritime Resources Corp., a Canadian gold exploration and development company, in its non-brokered private placement of common shares and common share purchase warrants to Firefly Metals Ltd.
Represented Maritime Resources Corp. (TSXV: MAE) in all aspects of its acquisition of Point Rousse Mining Inc., owner of the Point Rousse Project located in Newfoundland and Labrador, including two concurrent financings, a memorandum of understanding with New Found Gold, and a financing and cooperation agreement with Shoreline Aggregates Inc.
Represented a U.S. private equity firm that invests in technology, business services and industrial companies as Canadian counsel in its acquisition of all of the issued and outstanding shares of a Canadian-based cybersecurity firm and amendments to the fund’s term and asset-based credit arrangements.
Represented a leading global transportation industry manufacturer and supplier as Canadian counsel in its purchase of certain assets of a cross-border privately-owned commercial vehicle, bus and trailer manufacturing business.
Represented 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.
Represented 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.
Acted as legal counsel to Thesis Gold (TSXV: TAU), a mineral exploration company in northern British Columbia, in its merger with Benchmark Metals Inc.
Acted as legal counsel to San Cristobal Mining Inc., a private mining company formed under the laws of British Columbia, in its acquisition of Minera San Cristóbal S.A. and all associated assets from Sumitomo Corporation, as well as a related equity financing and two debt financings.
Acted for the Target Company in a TSXV-listed company's acquisition of a Rare Earth Elements mineral property in Western Newfoundland.
Represented Maritime Resources Corp. (TSXV: MAE) in connection with the completion of a non-brokered private placement of common shares.
Represented Linamar Corporation (TSX: LNR) in connection with its acquisition of the Salford group of companies for an aggregate purchase price of $260 million.
Represented Maritime Resources Corp. (TSXV: MAE) in connection with the closing of an asset sale transaction with Nomad Royalty Company Ltd.
Represented Desire2Learn Employee Stock Trust in connection with the completion of a secondary offering of 3,335,243 Subordinate Voting Shares at a price of $17.00 per share for total gross proceeds of approximately $56.7 million.
Represented EQ Inc., a leader in geospatial data and artificial intelligence driven software, in its acquisition of the shares of Integrated Rewards Inc., and its consumer-facing application Paymi.com.
Represented Maritime Resources Corp. (TSXV: MAE) in connection with the closing of an asset purchase agreement with two subsidiaries of Rambler Metals and Mining PLC.
Represented Maritime Resources Corp. (TSXV: MAE) in connection with the closing of a strategic investment by Tembo Capital via a non-brokered private placement.
Represented Maritime Resources Corp. (TSXV: MAE) in connection with the completion of a brokered private placement of common shares on a “flow-through” basis.
Represented 5045299, a corporation formed on the amalgamation of 2449539 Ontario Inc. and Gupta Group Mining and Resources Inc., in the disposition of 17,333,333 common shares in the capital of Greenland Resources Inc. and the disposition of an option to acquire 600,000 common shares in the capital of Greenland through a private sale transaction pursuant to a securities purchase agreement.
Represented EQ Inc., in the completion of its overnight marketed offering of an aggregate of 7,187,500 common shares in the capital of the Company at a price of $1.60 per Offered Security for total gross proceeds of $11.5 million.
Represented LYF Food Technologies Inc., a premier edibles manufacturer based in Kelowna, British Columbia with expertise in novel product creation, white label manufacturing and infusion technologies, in connection with its acquisition by The Valens Company Inc., a leading manufacturer of cannabis products.
Advised the shareholders of Bloombox Club, a privately-held e-commerce company that sells and delivers indoor plants and natural products across the United Kingdom, in connection with its sale to digital Canadian health organization PlantX Life, Inc.
Represented Maritime Resources Corp. (TSXV: MAE) in connection with the completion of a bought deal private placement of common shares and flow-through common shares.
Represented Champignon Brands Inc., a ketamine clinic operator, psychedelic medicine IP aggregator and novel drug discoverer, in connection with its $15 million bought deal private placement.
Represented Maritime Resources Corp. (TSXV: MAE) in connection with the completion of a non-brokered private placement of common shares and flow-through common shares.
Advising AltMed Capital Corp., a ketamine clinic operator, psychedelic medicine IP aggregator and novel drug discoverer, on various aspects of its operations, including licensing matters, employment matters, tax structuring, joint ventures, services and leasing arrangements, and intellectual property commercialization.
Represented AltMed Capital Corp., a leading Canadian ketamine clinic operator, psychedelic medicine IP aggregator and novel drug discoverer, in connection with the sale of 100% of its issued and outstanding shares to Champignon Brands Inc., a company specializing in the formulation of a suite of medicinal mushrooms health products as well as novel ketamine, anaesthetics and adaptogenic delivery platforms for the nutritional, wellness and alternative medicine industries.
Represented AltMed Capital Corp., a leading alternative medicine business incubator, IP aggregator and solutions provider, in connection with its acquisition of the Canadian Rapid Treatment Centre of Excellence Inc., a Canadian intravenous ketamine infusion therapy clinic.
Acting for a Canadian entity, its Colombian subsidiary and the Colombian principals and employees of that entity in connection with the integration of the Colombian operations into the operations of a multinational operator in the federally legal cannabis industry.
Selected Speaking Engagements
Numerous speaking engagements on equity investments, M&A transactions, and corporate and securities law matters, as well as professional ethics, cannabis and psychedelics matters, including:
Participated as a panellist on, "Ethics: Balancing Activism and Zealous Advocacy with the Boundaries of the Profession and Evolving Law," INCBA Global IP Symposium, September 29, 2023.
Participated as a co-presenter on "Psychedelics: A Complex and Changing Regulatory Landscape Focused on Scientific Research and IP Protection," Aird & Berlis LLP Webinar, January 18, 2023.
Participated as a panellist on, "Ethics: Psychedelics Lawyering," Fourth Annual Northwest Cannabis and Psychedelics Law Institute, September 24, 2022.
Participated as a co-presenter on "Respecting the Traditions: How Should Lawyers Integrate Psychedelic Ethical Systems?," Psychedelic Law Summit, September 8, 2022.
Participated as a panellist at the "Third Annual Psychedelics/Biotech Risk Management Panel," Purves Redmond Limited, June 6, 2022.
Participated as a co-presenter on "Update on Psychedelics: Science and Capital Markets," Aird & Berlis LLP Webinar, November 23, 2021.
Participated as a presenter on "The Ethics of Charging and Collecting Fees," International Bar Association Webinar, November 12, 2021.
Participated as a co-presenter on "Cannabis Sector Update: M&A, Financing, Legal Matters & More," Aird & Berlis LLP Webinar, October 28, 2021.
Participated as a co-moderator on "The Role of Professional Ethics in Shaping Law Firm Strategy," International Bar Association Webinar, February 16, 2021.
Participated as a co-presenter on "Outlook on the Canadian Mining Sector: Opportunities for Growth and Investment," Aird & Berlis LLP Webinar, February 11, 2021.
Participated as a moderator and co-presenter on “The Business of Cannabis: Investor Confidence - Reestablishing Investor Confidence: Corporate Governance,” International Cannabis Bar Association’s Cannabis Law Institute Conference, October 8, 2020.
Participated as a co-moderator on "The Science of Psychedelics: How Law & Science Support the Sector," Aird & Berlis LLP Virtual Industry Update Webinar, September 22, 2020.
Participated as a panellist for the 5th Annual Legal Ethics Training Programme by the Ghana Institute of Management and Public Administration (GIMPA), September 17, 2020.
Participated as a guest on "Episode 2: Path to Profitability: Governance, Regulation, Capital and IP," Micro-dosing with Zeifmans Podcast, August 12, 2020.
Participated as a presenter on "The Rise of the Psychedelics Sector," Aird & Berlis LLP Virtual Industry Update Webinar, June 10, 2020.
Participated as a presenter on Mayer Brown's "All Things Canada Webinar,” February 27, 2020.
Participated as a presenter on “Current Challenges and Opportunities for M&A Activity in the Cannabis Industry,” Aird & Berlis LLP Cannabis Webinar, December 5, 2019.
Moderator of a panel discussion on "Cannabis Opportunities in Columbia" at the Canada Columbia Chamber of Investment & Trade Conference, November 15, 2019.
Participated as a presenter on “The Cannabis Session” at The Toronto Family Office & High Net Worth Annual Conference, November 5, 2019.
Participated as a presenter on “International Cannabis M&A: What to Do When Canada Knocks” at the 4th Marijuana Law Conference of the Michigan Bar Association, October 26, 2019.
Participated as a co-presenter on “Ethics” at the International Cannabis Bar Association’s Cannabis Law Institute conference, October 4, 2019.
Chair of a panel that presented on "Advising or Investing: Obtaining Shares as Remuneration from Clients" at the IBA Annual Conference in Seoul, September 26, 2019.
Selected Publications
Author of numerous articles on equity investments, M&A transactions, and corporate and securities law matters, as well as professional ethics, cannabis and psychedelics matters, including:
Co-Author, "Bay Street Lawyers Beware: U.S. Court Finds Conflict of Interest Representing Debtor and One of its Major Shareholders in Bankruptcy Proceedings," National Insolvency Review, April 2025, Vol.42, No.2.
Co-Author, "Artificial Intelligence, Real Risks: Legal Due Diligence Issues and Purchase Agreement Provisions Aimed at Managing AI Risk in M&A Transactions," Aird & Berlis LLP, Capital Markets Bulletin, March 26, 2025.
Co-Author, "Breaking New Ground: Proposed Overhaul of Canadian Disclosure Requirements for Mining Issuers," Aird & Berlis LLP, Capital Markets Bulletin, March 18, 2025.
Co-Author, "Adding Certainty in an Uncertain World: Canadian Court Deference to ‘Reasonable’ Non-Competes in M&A Transactions," Aird & Berlis LLP, Capital Markets Bulletin, January 27, 2025.
Co-Author, "Think Canada for Global Projects and Global Expansion: Why Trade and Investment Agreements Matter for Global Investment and M&A," Aird & Berlis LLP, Capital Markets Bulletin, September 17, 2024.
Co-Author, "Understanding Materiality Scrapes in Private M&A: Definition, Function and Usage Frequency," Aird & Berlis LLP, Capital Markets Bulletin, August 6, 2024.
Co-Author, "Closing the Value Gap: Examining the Utility of Earnout Provisions in M&A Transactions," Aird & Berlis LLP, Capital Markets Bulletin, July 16, 2024.
Co-Author, "Bay Street Lawyers Beware: U.S. Court Finds Conflict of Interest Representing Debtor and One of Its Major Shareholders in Bankruptcy Proceedings," Aird & Berlis LLP Financial Services Flash, June 20, 2024.
Featured in "The New Due Diligence: Why M&A Scrutiny Is Digging Deeper (and Taking Longer) Than Ever Before," The Globe and Mail, May 15, 2024.
Co-Author, "Know the Limit, Play Within It: Restrictive Covenants in Canada," Aird & Berlis LLP, Capital Markets Bulletin, April 22, 2024.
Co-Author, "Anti-Assignment Provisions and Assignments by ‘Operation of Law’: What Do I Have to Do? What Should I Do?" Aird & Berlis LLP, Capital Markets Bulletin, March 19, 2024.
Co-Author, "Knowledge Is Power … or Is It? Knowledge’s Impact on ‘Sandbagging’ in Canadian M&A Transactions," Aird & Berlis LLP, Capital Markets Bulletin, November 20, 2023.
Co-Author, "Equity Rollovers in Inbound Canadian Cross-Border M&A," Aird & Berlis LLP, Capital Markets Bulletin, October 17, 2023.
Co-Author, “Think Canada for Global Projects and Global Expansion: Canadian Corporate and Tax Considerations for Foreign Expansion To and From Canada," Aird & Berlis LLP, Capital Markets Bulletin, July 5, 2023.
Co-Author with Sherri Altshuler, "Psychedelics: Will Policy Liberalization and Lower Barriers to Access Lead to Future Legalization?," Lexpert, October 3, 2022.
Quoted in "Why Psychedelics Are Not the Next Cannabis," Canadian Lawyer, December 9, 2021.
Co-Author with Sherri Altshuler, “Canada's Psychedelic Future: a Guide to the Evolving Legal and Regulatory Landscape and What's Next,” Lexpert, May 17, 2021.
Quoted in "Deal Frenzy Has Bay Street Staffing Up, and Some Burning Out," The Globe and Mail, April 5, 2021.
Co-Author with David Mba, "Ontario Proposes Changes to its Business Corporations Statute to Enhance Flexibility," Aird & Berlis LLP, Capital Markets Newsletter, October 13, 2020.
Quoted in "Opportunities in Canada Arising for the Medical Benefits of Certain Psychedelic Drugs," Law Times, September 14, 2020.
Co-Author with Sherri Altshuler and Danny Kharazmi, "Legal and Regulatory Landscape for Psychedelics Companies Considering Going Public in Canada," Aird & Berlis LLP, Capital Markets Newsletter, July 8, 2020.
Co-Author with Sherri Altshuler and Russell Sanders, "CSA Highlights Need for Financial Interest Disclosure in Cannabis-Related M&A Transactions and Expresses Corporate Governance Concerns of Cannabis Issuers," Securities Law Bulletin, November 19, 2019.
Insights
Education
- Canadian Securities Course (Hons.), 2006
- LLB, Queen's University, 2003
- BA (Hons.), Wilfrid Laurier University, 2000