Jeffrey K. Merk

Partner Admitted to the Ontario Bar: 2004

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. He is also a member of the firm's Corporate/Commercial, Mergers & Acquisitions/Private Equity and International 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.

In 2007, Jeffrey completed a six-month secondment with the Corporate Finance Branch of the Ontario Securities Commission where he was responsible for reviewing and clearing prospectuses and considering applications for relief from the requirements of the Securities Act (Ontario).

Professional Involvement

Professional Activities

  • Co-Chair of the International Bar Association's Professional Ethics Committee 

Memberships

  • International Bar Association

Community Involvement

  • President's Council, St. Michael's Hospital Foundation (2015–2019)

Representative Matters

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 for aggregate gross proceeds of approximately $3.5 million.

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.

Acted for Alexandria Minerals Corporation, a junior gold exploration and development company with a flagship property located in Val d’Or, Quebec, in connection with its entering into of a definitive arrangement agreement with Chantrell Ventures Corp. (“Chantrell”), its receipt of a “Superior Offer” from Agnico Eagle Mines Limited and its ultimate acquisition by O3 Mining Inc., the entity resulting from the completion of the acquisition of certain non-core assets of Osisko Mining Inc. by Chantrell.

Represented Maritime Resources Corp. (TSXV: MAE) in connection with the completion of a non-brokered private placement of flow-through units and non-flow-through units for aggregate gross proceeds of approximately $6.1 million.

Represented Morgan Stanley in Canada in connection with a US$143 million private placement of Senior Secured Notes of Ironshore Pharmaceuticals & Development, Inc., a wholly owned subsidiary of Highland Therapeutics Inc.  

Represented the controlling shareholder of Bullfrog Power in its acquisition by Spark Power Corp.

Acting for a Canadian entity, its Colombian subsidiary and the Colombian principals of that entity in connection with its initial capital raising and cannabis-related operational activities. Subsequently acting for the Canadian entity in connection with its corporate and tax structuring activities to enter the German, Portuguese and English cannabis markets.

Acting for a Canadian entity, its Uruguayan subsidiary and the U.S. and Uruguayan principals of that entity in connection with its initial banking and capital raising and cannabis-related operational activities.

Acting for a Canadian entity with operations focused in Israel in connection with its initial capital raising, joint venture, trademark and cannabis-related operational activities.

Represented Prospect Capital Management LP in connection with an add-on share acquisition by Prospect’s controlled portfolio company Mity, Inc. of Orem, Utah. The acquisition was completed by Mity, Inc. of the business currently carried on under the business name ‘Holsag Canada.’ The acquired business is a leading provider of multipurpose room furniture and specialty seating.

Represented Morgan Stanley in Canada in connection with a US$200 million private placement of 13% Senior Secured Notes of Ironshore Pharmaceuticals & Development, Inc., a wholly owned subsidiary of Highland Therapeutics Inc.  

Acted for shareholders of Fleetwood Metal Industries Inc., a successful Tier 1 automotive metal stamping, welding and assembly business with facilities in Ontario and Alabama, recently announced the completion of its sale to Milestone Partners, a U.S.-based private equity firm.

Acted for an American-based multinational company in connection with the sale of assets for approximately CAD$30 million and the entering into of long-term distribution agreements with a Canadian-based distributor. 

Acted for Ecuador Gold and Copper Corp. in connection with its entering into a definitive arrangement agreement with Odin Mining and Exploration Ltd., with the resulting entity to be an emerging gold exploration company with a post-deal market capitalization of approximately CAD$198 million.

Acted for a Canadian private equity fund in the financing of a securities registrant which was acquiring a portfolio of managed accounts with approximately $3.5 billion of client accounts and assets and more than 70 registered advisors. The initial financing was advanced by way of debt pending regulatory approvals to convert the debt to equity. The transaction required documentation for both debt and equity as well as regulatory approvals.

Acted for a German manufacturer of Class B Recreational Vehicles in connection with the acquisition (and related European and local financing) of Roadtrek. Aird & Berlis LLP acted as Canadian counsel.

Acting for the New York City office of an international firm in connection with the up to US$300 million equity capital raise to finance a newly-formed Canadian entity which was to hold all the Brazilian gold assets of a Canadian public company.

Acting for an American public entity to forestall a proposed unwanted business combination by a Canadian public entity.

Acting for an American private company in connection with its proposed combination with a Canadian public company for approximately CAD$30 million.

Acting for a Texas-based energy investment firm in connection with the acquisition of public and private Canadian oil and oil services enterprises.

Acted for a New York-based merchant bank in connection with the acquisition, restructuring and financing of three steel plants in two separate transactions in Ontario. The proposed equity commitment was greater than $500 million. The restructuring liability being affected was close to $3 billion. The proposed bid included arrangements with other lenders. The bid for one of the entities was the chosen bid. Unfortunately the transaction did not proceed.

Acting as general counsel to a long-established branded U.S.-based international consumer products company providing Canadian legal advice with respect to distribution and licensing, employment matters and litigation.

Acting for a California-based web/Internet company to acquire a strategic Canadian business.

Acted for an Italian client in connection with its proposed acquisition of a Canadian-led business for approximately CAD$30 million.

Acted for a U.S. client providing financing for three potential acquisitions in the downstream energy distribution sector.

Since June 2015, acted for a New York City-based client in connection with a number of PIPE transactions in Canada (for an aggregate amount in excess of CAD$200 million) as well as maintaining its ownership portfolio in more than 15 Canadian public entities.

Represented numerous private and publicly listed companies in connection with equity and debt financings, and share purchase and asset purchase transactions.

Represented numerous publicly listed companies in connection with their continuous disclosure obligation, board governance and shareholder rights matters.

Represented numerous broker dealers and underwriters in connection with public and private equity and debt financings.

Represented numerous institutional and other investors in numerous equity (including preferred share, common share and convertible security) and debt (including debenture, note and convertible security) transactions. 

Represented numerous financial institutions and other non-financial institution lenders in connection with numerous leveraged share purchase and asset purchase transactions.

Selected Speaking Engagements

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.

Presented at the IBA Annual Conference in Rome on "Will Data Protection Regulation Limit the Future of Multinational Law Firms?" – October 9, 2018.

Participated as a co-presenter on “Ethics: Conflicts of Interest” at the National Cannabis Bar Association’s Cannabis Law Institute conference, September 7, 2018.

Participated as a co-presenter on “The Canadian Perspective on Expanding into Other International Cannabis Markets,” Global Growth in Cannabis Markets: Investment Panel Discussions and International Industry Mixer during MJBizCon INT’L, August 15, 2018.

Participated as a presenter on “Corporate Growth: How to Take Money to Make Money” at the National Cannabis Bar Association’s MJBizConNEXT conference, May 9, 2018.

Co-Chair of a panel on "Duties of Confidentiality and the Panama Papers" at the International Bar Association's annual conference – Sydney, October 12, 2017.

Participated as a presenter on a panel on "Issues in the liability of directors for loss caused to shareholders or creditors by directors' negligence or breach of duty" at the International Bar Association's annual conference – Sydney, October 11, 2017.

Co-Chair of a panel on "Professional duties to clients and third parties. Managing conflicts: traditional v multinational law firms – both private practitioners and company general counsel approach" at the International Bar Association's annual conference – Washington, September 22, 2016.

Participated as a presenter on a panel on "Back to Basics: Fundamental Ethics Revisited" at the International Bar Association's annual conference – Vienna, October 6, 2015.

Participated in a video conference with other A&B lawyers on "Trends in North American Capital Markets and Applicable Regulatory Environment," for Paul, Weiss, Rifkind, Wharton & Garrison LLP – June 22, 2015.

Presented to Collins Barrow on "Tax and Corporate Issues on Canada-U.S. M&A" – June 15, 2015.

Presented to BDO on "Tax and Corporate Issues on Canada-U.S. M&A" – May 19, 2015.

Selected Publications

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.

Co-Editor, Professional Ethics and New Law Business Structures joint committee news – Newsletter of the International Bar Association Public and Professional Interest Division, March 2017.

Co-author with Martin Kovnats, Andrew Magnus, Sean Mason, Daniel Everall and Liam Tracey-Raymont, "Canadian Chapter," Securities Finance, published by Getting the Deal Through, 2016, 2017 and 2018.

Contributor, "Canadian Public Target Mergers & Acquisitions Deal Points Study (For Transactions Announced in 2013 & 2014)," published by the Market Trends Subcommittee of the Mergers & Acquisitions Committee of the American Bar Association's Business Law Section, 2015.

Co-Editor, Professional Ethics and Multidisciplinary Practices joint committee newsletter – Newsletter of the International Bar Association Public and Professional Interest Division, October 2015.

Co-author with Martin Kovnats and Andrew Magnus, "Proposal for Bringing ULCs to Ontario," Corporate Financing, Volume XX, No. 2, October 2015.

Prepared report for panel on "Managing change in a family-owned business: the use of family councils and their effect” at the International Bar Association's annual conference – Vienna, October 6, 2015.

Co-author with Martin Kovnats, "Alternative business structures – primer for future discussion,” Professional Ethics and Multidisciplinary Practices joint committee newsletter – Newsletter of the International Bar Association Public and Professional Interest Division, September 2015.

Co-editor, Professional Ethics and Multidisciplinary Practices joint committee newsletter – Newsletter of the International Bar Association Public and Professional Interest Division, September 2015.

Co-author with Martin Kovnats and Andrew Magnus, "Proposed Amendments to the Rules Regulating Take-Over Bids in Canada," Securities Law Bulletin, April 2, 2015.

 

Author of numerous articles on equity investments, M&A transactions, and corporate and securities law matters.

Education

  • Canadian Securities Course (Hons.), 2006
  • LLB, Queen's University, 2003
  • BA (Hons.), Wilfrid Laurier University, 2000