Practice Area

Securities & public company law.

Private placements, initial public offerings, prospectus exemptions, continuous disclosure, and TSX and TSX Venture Exchange listings and compliance — for Canadian issuers, investment dealers, and international investors.

Canadian securities law for issuers, dealers & investors

The securities practice covers the work that Canadian public companies, issuers preparing to go public, investment dealers, and investors in Canadian issuers actually need — from private placements and IPOs through continuous disclosure and going-private transactions. The principal lawyer has acted in Canadian securities matters for over two decades, including on behalf of TSX and TSX-V listed issuers and several Canadian investment dealers.

Private placements & exempt financings

Accredited investor financings, friends-and-family rounds, offering memorandum financings, and the related 45-106F1 filings and provincial variations. Includes negotiating subscription agreements, side letters, and warrant indentures.

Initial public offerings & listings

IPOs and stock exchange listings on the TSX and TSX Venture Exchange — preparing the prospectus, exchange listing application, and coordinating with auditors, underwriters, and the exchange.

Reverse takeovers & qualifying transactions

RTOs and qualifying transactions on the TSX-V, including the negotiation, structuring, and exchange filings required to take a private company public through a capital pool company or other shell.

Continuous disclosure

MD&A, AIF, annual and interim financial filings, material change reports, news releases, insider reporting, and the routine continuous-disclosure rhythm of a Canadian public company.

Corporate governance & board matters

Director and officer matters, audit committee charters, governance policies, related party transactions, and the corporate-secretarial work that public companies need.

Investment dealers

The firm has acted as counsel to several Canadian investment dealers — corporate matters, financings, and regulatory compliance.

Canadian securities law has a specific cadence — disclosure deadlines, exchange filings, exemption reliance, hold periods. The practice is built around getting these right consistently, on schedule, at a known cost.

Engagement structure

Continuous disclosure work for public issuers is typically billed on a quarterly or per-filing basis. Financings, RTOs, and listings are typically scoped and capped at the engagement letter stage. Routine corporate-secretarial work can be handled on a monthly retainer.

Typical engagements.

01
Private Placements
Accredited investor and OM financings, with subscription docs, side letters, and 45-106F1 filings.
02
IPOs & Listings
Prospectus preparation, TSX/TSX-V listing applications, and underwriter coordination.
03
RTOs & Capital Pool
Reverse takeovers and qualifying transactions via TSX-V capital pool companies or other shells.
04
Continuous Disclosure
MD&A, AIF, annual and interim filings, material change reports, news releases, insider reporting.
05
Governance & Board
Audit committee charters, governance policies, related-party transactions, D&O matters.
06
Investment Dealer Counsel
Corporate, financing, and regulatory matters for Canadian investment dealers.

Common questions.

Do you act for both issuers and investors?

Yes — both. The firm has acted as counsel to TSX and TSX-V listed issuers, to Canadian investment dealers, and to investors (Canadian and US) participating in Canadian financings. Engagement letters are scoped to the role on each matter.

Can you handle the listing process on the TSX-V?

Yes. The firm handles TSX-V listings, including initial listing applications, reverse takeovers, qualifying transactions, and the related exchange filings. For initial listings on the senior TSX, the firm typically coordinates with a larger firm on the underwriting side as needed.

Do you advise on cross-border securities matters?

Yes. The firm regularly works with US investors in Canadian issuers, and with Canadian issuers raising capital from US investors — including Canadian-side compliance on private placements with US participants. For US-side securities law (Regulation D, Regulation S, blue-sky), the firm coordinates with US counsel.

How are public-company continuous disclosure engagements billed?

Typically on a per-filing or quarterly basis, with a predictable annual budget. For active issuers, a monthly retainer covering routine continuous disclosure plus per-engagement scoping for financings and transactions is common.

Let's Talk

Need Canadian securities counsel?

From single financings to ongoing public-company compliance. Initial consultations are short and no-cost.

Get in Touch
British Columbia
California
By Appointment
Ottawa, Ontario
Remote & in-person available