Capable, knowledgeable counsel with respect to corporate finance and securities issues is vital. Our seasoned team of professionals specializes in this complex area and provides the advice you need to make informed decisions.

Our Securities Group provides ongoing advice regarding all manner of corporate governance matters, including continuous disclosure, fiduciary responsibilities and obtaining regulatory and shareholder approvals for various corporate actions.

Representative Transactions

• Represented Sterling Centrecorp Inc. in June 2007 in its successful "Going Private Transaction" which was contested by two dissident public company shareholders. The process which formally started before the Ontario Superior Court in early 2007 and concluded with a contested fairness hearing before the Ontario Superior Court in June of 2007 involved shareholder, court and regulatory approval of a Plan of Arrangement under Ontario corporate and securities law which was contested by the dissidents at each stage. In particular, after a hearing in front of the Ontario Securities Commission, a decision was given in Sterling's favour, which decision was a milestone in that the OSC Panel took the opportunity to further clarify its position on such substantive issues as whether there were any regulatory differences between "hard" and "soft" lock-up or support agreements, what constituted a "joint actor" and whether or not someone could start as a joint actor and then cease to become one; as well as to determine significant differences between Ontario and Delaware law dealing with the duties of directors in encouraging an "auction".
• Represented Cinram International Inc., the world's largest provider of pre-recorded multimedia products and related logistic services, in connection with its reorganization as Cinram International Income Fund, a mutual fund trust, by way of a plan of arrangement. The reorganization also included Cinram entering into a new senior credit facility with a syndicate of financial institutions for US$825 million.
• Represented AMR Technologies Inc. (now, Neo Material Technologies Inc.), in connection with its combination with Magnequench, Inc. The business combination included a recapitalization, effected by way of a $70.9 million subscription receipts public offering, a private placement of US$50 million of convertible secured debentures, and a senior debt financing of US$57.5 million. The transaction created a world leader in the design and production of neodymium-iron-boron powders, and advanced rare earths and zirconium-derived specialty materials (which are essential inputs for virtually all electronic devices).
• Represented Hollinger Inc. in a $211 million private placement of subscription receipts.
• Represented FirstService Corporation in connection with the acquisition of CMN International Inc., the largest affiliate member of Colliers International, by way of a plan of arrangement for approximately US$88 million. In connection with the transaction, FirstService also provided credit facilities to CMN International and its subsidiaries to refinance their existing bank debt. CMN International is the largest member of the Colliers International network. Colliers International is one of the top three commercial real estate service organizations in the world, with 247 offices in 50 countries.
• Represented an insurance company issuer in connection with a Canadian chartered bank's $78 million offering in Canada of single issuer linked return of capital notes.
• Represented Cinram International Inc. in connection with its acquisition of certain CD and DVD manufacturing assets from Time Warner Inc. for US$1.04 billion.
• Represented the former management of Altamira Investment Services Inc. in connection with the acquisition of Altamira by National Bank of Canada for $467.3 million.
• Represented First Marathon Inc. in connection with its acquisition by a Canadian chartered bank by way of a plan of arrangement, which resulted in the bank acquiring what was then the largest independent investment dealer in Canada.
• Represented First Marathon Securities Limited in connection with the sale of its international financial derivatives business to partners of the Maple Financial Group.