Capital Markets

The Aird & Berlis Capital Markets Group is backed by an impressive track record of significant transactions and deep-rooted relationships with regulators, stock exchanges, investment banks, advisors and other key market players. We provide comprehensive legal and strategic support for clients navigating the complexities of Canada’s capital markets. Our team stands as a trusted partner as we guide companies through every stage of their capital markets journey, ensuring they stay ahead in a dynamic regulatory environment.

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, including Canadian and international private and public corporations, Canadian and international chartered banks, investment banks and other financial services companies, venture capital and private equity funds, investment dealers and managers, family offices, and each of their respective advisors. Our clients engage in a diverse range of traditional sectors and industries, such as mining, financial services, renewable energy and cleantech, life sciences, technology, real estate and manufacturing, as well as emerging ones such as cannabis,  artificial intelligence, gaming 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. These recognitions are a testament to the quality of our work and dedication to providing our clients with tailored, forward-thinking solutions that drive growth and unlock new opportunities.

Our group publishes the Aird & Berlis Capital Markets Quarterly which highlights the activity of our clients and our lawyers, provides a consolidated source of our group’s publications from the preceding quarter and engages readers on current and relevant capital markets topics of interest. To read our latest edition, click here.

The Aird & Berlis Capital Markets Group has a strong track record of helping clients navigate complex transactions, from sophisticated public offerings to strategic acquisitions and transformative deals. Whether advancing corporate growth, facilitating successful exits or guiding companies through dynamic market environments, our team is dedicated to driving results and contributing to client success. 

Our core services include:

• Go- Public Transactions: We guide clients through the entire going public process, including initial public offerings (IPOs), reverse takeovers, qualifying transactions, direct listings and other public listing methods. We have advised and worked with a number of special purpose acquisition companies (SPACs) as well as capital pool companies (CPCs) to implement go-public transactions on stock exchanges. Our support covers preparation for the go-public process including analysis of stock exchange requirements, managing concurrent financings, execution and closing of the transaction and formal listing process, and overseeing and advising on post-transaction regulatory compliance and governance issues. We also work with clients seeking dual-listings with other international stock exchanges.
• Capital Raising: We assist with a variety of capital raising needs of our clients, including through public offerings and private placements of equity and debt securities, concurrent financings to go-public transactions, and venture capital transactions including venture debt and private equity.
• Corporate Transactions: We have broad expertise in relation to a variety of corporate transactions including mergers and acquisitions, arrangements, business combinations, reorganizations, takeover bids, proxy contests, and go-private transactions.
• Corporate and Securities Compliance: We assist clients with compliance matters related to corporate and securities law, including organizing shareholders’ meetings, fulfilling periodic and continuous disclosure obligations, navigating insider trading requirements and handling ongoing listing matters for various Canadian exchanges such as the TSX, TSX Venture Exchange, Canadian Securities Exchange and Cboe Canada (formerly the Neo Exchange Inc.).
• Corporate Governance Advisory: We provide guidance on corporate governance best practices and principles, including with respect to compliance with governance frameworks and policies, the advisability, composition and use of independent board committees, shareholder engagement, gender diversity and ESG matters, board succession planning and the development of comprehensive corporate and board policies.
• Policy Development and Advisory Roles: We frequently contribute to the formulation of policies under Canadian corporate and securities laws. Several lawyers from the group have participated in the OSC secondment program and have served on advisory committees for stock exchanges and securities commissions, including the OSC’s Securities Advisory Committee.

Our recent transaction-oriented securities law matters included:

• Represented Cybin Inc. (CBOE: CYBN) (NYSE American: CYBN), a clinical-stage neuropsychiatry company committed to revolutionizing mental healthcare, with respect to its US$175-million registered direct offering of common shares, pre-funded warrants and warrants. 
• Represented Allied Properties Real Estate Investment Trust (TSX: AP.UN) in its marketed offering and concurrent private placement of units for an aggregate gross proceeds of $560 million.
• Represented Maritime Resources Corp. (TSXV: MAE), a Canadian gold exploration and development company, in its disposition of common shares in the capital of Emperor Metals Inc. 
• Represented the selling shareholders of a hydraulic equipment supplier and its U.S. subsidiary in the sale of their shares to a U.S.-based manufacturer.
• Represented MediPharm Labs Corp. in its successful defence against a dissident proxy campaign led by Apollo Technology Capital Corporation to replace the full board of directors of MediPharm. 
• Represented Closing the Gap Healthcare Group Inc. in the sale of all issued and outstanding shares to Extendicare Inc. for $75.5 Million. 
• Represented a U.S.-based supply chain security leader as Canadian counsel in its acquisition of a Toronto-based AI-powered compliance platform. 
• Represented Alset AI Ventures (TSXV:GPUS), an artificial intelligence venture company advancing innovation through strategic investment and cloud computing solutions, in its non-brokered private placement of units and its debenture offering. 
• Represented Goliath Resources Limited (TSXV: GOT) in its $27 million "bought deal" brokered private placement and concurrent non-brokered private placement offering of common shares that will qualify as "flow-through shares" as defined in subsection 66(15) of the Income Tax Act (Canada). 

Our recent going public experience includes:

• Represented Shelfie-Tech Ltd., a technology company providing stock management solutions for the retail industry, in connection with its listing on the Canadian Securities Exchange under the symbol “SHLF”.
• Represented Allied Critical Metals Corp. in its reverse takeover of Deeprock Minerals Inc. (CSE: ACM), which included a three-cornered amalgamation and concurrent brokered private placement of subscription receipts.
• 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.
• 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.