Steven L. Graff
- Bio
- Awards & Recognition
- Professional Involvement
- Representative Matters
- Selected Publications
- Insights
- Education
Steve’s practice has been built on his ability to think clearly in a crisis and communicate effectively with clients. A dynamic corporate lawyer and litigator, he thrives on the immediacy of the financial services sector and revels in the high-pressure environment in which he practises. Steve’s clients appreciate his no-nonsense approach, his ability to simplify complex situations and his personal touch on each file.
Steve is Co-Practice Group Leader of the firm's Financial Services Group and a member of the firm's Litigation Group and Corporate/Commercial Group. His practice focuses on restructuring and insolvency, lending and corporate acquisitions and divestitures, often in the context of distress. He also advises on a wide range of financing transactions. In addition, Steve manages a commercial litigation practice.
Steve has strong ties in the financial sector and acts as counsel for many of the Canadian Schedule I banks and other financial institutions on restructuring, security enforcement and recovery. He has also been engaged on behalf of various stakeholder groups, including bond holders, unsecured creditors and even shareholders in the context of corporate restructurings. He has also had the opportunity to represent lenders, landlords, municipalities, trade suppliers and debtors in all aspects of insolvency law, including bankruptcy, proposals, reorganizations, enforcement of security, and in protecting rights outside of insolvency proceedings. Steve has also represented several private debt and equity investors concerning their positions in various Canadian insolvencies and restructurings. Additionally, he acts on behalf of many of the well-known professional advisory firms in their roles as monitor, trustee in bankruptcy and receiver.
On the finance side, Steve is active in both asset-based lending as well as traditional cash flow lending on behalf of several institutional lenders.
Awards & Recognition
- Recognized by Chambers Canada as a top practitioner in Restructuring/Insolvency (Canada)
- Noted in The Legal 500 Canada for his expertise in the practice area of Restructuring and Insolvency
- Recognized in The Best Lawyers in Canada in the fields of Insolvency & Financial Restructuring and Banking & Finance Law
- Recognized in The Canadian Legal Lexpert Directory as a leading practitioner in the area of Insolvency & Financial Restructuring - Insolvency Litigation
- Noted in the Lexpert Special Edition: Agribusiness and Cannabis
- Noted in the Lexpert Special Edition: Litigation
Professional Involvement
Memberships
- Turnaround Management Association
Teaching Engagements
- Instructor, Ontario Bar Admission Course Insolvency Section for nine years
- Guest Lecturer, University of Toronto, Negotiations in Insolvency Matters
- Regularly delivers presentations to clients on a wide range of financing, insolvency and restructuring matters.
Representative Matters
Representing Alvarez & Marsal Canada Inc. in its capacity as the court-appointed monitor in the Inscape Group CCAA proceedings.
Represented Wynnchurch Capital, L.P. as Canadian counsel in connection with its majority ownership acquisition of FloWorks International, LLC.
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 Feronia Inc. (TSXV: FRN), an agribusiness operating in the Democratic Republic of the Congo, in connection with the completion of a third party sale and restructuring transaction.
Representing Grant Thornton in its capacity as the court-appointed receiver of Westbury National Show Systems Ltd., one of the largest pro AV integrators in Canada, in receivership proceedings.
Represented Ernst & Young in its capacity as the court-appointed monitor in the CannTrust CCAA proceedings.
Representing a senior secured lender in the AgMedica Bioscience CCAA proceeding.
Representing a prominent Canadian public cannabis company on issues related to its current financial distress.
Advising on various cannabis financings, including many for Bank of Montreal.
Representing BDO Canada in its capacity as the court-appointed receiver of 908593 Ontario Limited, operating as Eagle Travel Plaza, et al., in an insolvency proceeding commenced by the Canadian Imperial Bank of Commerce.
Representing Richter Advisory Group Inc. in its capacity as the information officer in the CCAA proceedings involving Imerys Talc Canada Inc.
Representing Grant Thornton Limited in its capacity as the Court-Appointed Receiver and Manager of the Crystal Wealth Group, including a Portfolio Manager and 15 open-ended mutual fund trusts, following the Grant Thornton’s appointment pursuant to an application brought by the Ontario Securities Commission under the Securities Act (Ontario).
Representing Richter Advisory Group Inc. in its capacity as the proposal trustee in the insolvency proceedings commenced by Nine West Canada LP and Jones Canada, Inc. under the Bankruptcy and Insolvency Act.
Representing Grant Thornton Limited in its capacity as the court-appointed trustee of 16 development companies appointed by the Financial Services Commission of Ontario in insolvency proceedings involving the Tier 1 Group of companies.
Representing BDO Canada (“BDO”), the court-appointed receiver of Astoria Organic Matters Ltd. and Astoria Organic Matters Canada LP (“Astoria”), in successfully defending efforts by the purchaser of Astoria’s assets to seek leave to sue BDO in its capacity as receiver.
Representing the Financial Services Commission of Ontario with respect to its successful application to appoint a trustee over Building & Development Mortgages Canada Inc., the lead broker for Fortress Real Developments, under the Mortgage Brokerages, Lenders and Administrators Act, 2006.
Represented Thane International Inc., a global leader in the multi-channel direct marketing of consumer products in the fitness, health & beauty and housewares product categories, in the sale of substantially all of its assets to a management buyout group. The sale was completed through a Canadian receivership proceeding and was approved by the U.S. Bankruptcy Court through a Chapter 15 bankruptcy filing.
Represented Salus Capital in its capacity as senior lender to Laura’s Shoppes, a retailer with multiple locations across Canada, concerning Salus’s outstanding loan to Laura’s and in connection with Laura’s CCAA proceedings.
Represented Bank of Montreal in its capacity as lead member of the lending syndicate to TSC Stores and its retail locations across Canada.
Represented The Corporation of the City of Sault Ste. Marie in connection with the cross border insolvency proceedings commenced by Essar Steel Algoma Inc. et al. under the Companies’ Creditors Arrangement Act.
Represented HMV in the liquidation and wind down of the company in Canada.
Represented a group of unsecured trade creditors defending an oppression remedy proceedings brought by the Monitor within the CCAA proceedings of Urbancorp (Cumberland) GP 2 Inc., et al.
Represented the shareholders of Phase 4 Films in connection with its sale to Entertainment One Ltd. (LSE:ETO), a leading international entertainment company that specializes in the acquisition, production and distribution of film and television content.
Represented the debentureholders of Pinetree Capital, a TSX listed company, in connection with the restructuring of Pinetree’s debentureholder debt.
Represented Grant Thornton Limited in its capacity as court-appointed monitor, receiver and manager and trustee in bankruptcy in the insolvency proceedings of Redstone Investment Corporation and Redstone Capital Corporation under the CCAA.
Represented Grant Thornton Limited in its capacity as the court-appointed monitor of Silver Streams Homes Inc. and certain related entities under the Companies’ Creditors Arrangement Act.
Represented KSV Kofman Inc. in its capacity as the court-appointed liquidator in the winding-up proceedings of Diversinet Corp. under the Ontario Business Corporations Act.
Represented the senior secured creditor in the insolvency proceedings commenced by Ghana Gold Corporation and certain related entities under the Companies’ Creditors Arrangement Act.
Represented Liquidation World Inc. in connection with the consideration of various strategic alternatives resulting in a sale of all of its outstanding shares to Big Lots, Inc. by way of a plan of arrangement. Under the terms of the agreement, Big Lots acquired all outstanding shares of Liquidation World, thereby acquiring Liquidation World’s 89 Canadian stores in the process.
Represented PWC in connection with a receivership of Bodkin Financial and Bodkin Leasing and a series of transactions in relation to these entities, including the sale of assets.
Represented BDO Canada Limited, in its capacity as court-appointed monitor of BioExx Specialty Proteins Ltd. and BioExx Proteins of Saskatoon Inc. regarding their filing under the CCAA.
Represented Vanguard Shipping in connection with its filing under the CCAA.
Represented the landlord of 220 locations of Priszm Brands in connection with Priszm’s filing under the CCAA.
Represented Extreme Fitness and its primary shareholder, a New York based hedge fund, in connection with Extreme’s filing under the CCAA.
Represented various mortgage investment corporations in connection with the CCAA proceedings of Edgeworth Properties.
Represented Ernst & Young Inc. in its capacity as monitor appointed in the CCAA proceeding of Farley WinDoor Ltd.
Represented Buck or Two (formal name - Extreme Retail) in connection with its filing under the CCAA.
Represented BDO Dunwoody, the monitor appointed in connection with the CCAA filing of Burlington Industries.
Represented an ad hoc committee of the unsecured noteholders of Frontera Copper Corporation in connection with Frontera’s recapitalization and plan of arrangement under the Canada Business Corporations Act.
Retained as independent counsel to Starfield Resources’ board of directors in connection with Starfield’s filing under the proposal provisions of the Bankruptcy and Insolvency Act (Canada).
Represented the noteholders of Blue Note Mining in connection with Blue Note’s filing under the CCAA.
Represented the DIP lenders in connection with Slater Steel’s CCAA proceeding.
Represented a large automotive parts manufacturer in connection with its reorganization under the CCAA and Chapter 11 of the US Bankruptcy Code.
Many ongoing mandates from various banking clients, including Canadian Imperial Bank of Commerce, Bank of Montreal, Royal Bank of Canada and Business Development Bank of Canada.
Selected Publications
Co-Author, "In re: The Hacienda Company, LLC – A Budding Change in Bankruptcy Law for Cannabis Companies?" Aird & Berlis LLP, June 12, 2023.
Co-Author, “Clarity in Appeal Procedures Part II: The BIA Prevails – or Does It?,” Aird & Berlis LLP, April 10, 2019. Republished in Banking & Finance Law Review, July 2019.
Insights
Education
- LLB, University of Western Ontario, 1989
- Faculty of Arts & Sciences, University of Toronto