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Capital Markets

  • Overview
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  • 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 included:

  • Represented Cybin Inc. (CBOE:CYBN) (NYSE American: CYBN) with respect to its financing of up to US$500,000,000 in aggregate principal amount of unsecured convertible debentures.
  • Represented Allied Properties Real Estate Investment Trust (TSX:AP.UN), a leading operator of distinctive urban workspace in Canada’s major cities, in its $850 million private placement of senior unsecured debentures in multiple series. 
  • Represented Maritime Resources Corp. (TSXV: MAE) in its $11.5 million brokered “best efforts” private placement offering of common shares. 
  • 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 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 life sciences company focused on developing and providing harm reduction solutions in the acquisition of all of the issued and outstanding securities of a Canadian drug company. 
  • Represented a leading Canadian produce distributor in the hybrid sale of three related produce businesses to a Canadian produce wholesaler. 
  • 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.

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.

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