Capital Markets
- Overview
- Who To Contact
- 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 Allied Properties Real Estate Investment Trust (TSX:AP.UN), a leading owner-operator of distinctive urban workspace in Canada’s major cities, in its $250 million private placement of 5.534% series J senior unsecured debentures.
- Advised Eterna Equity in its acquisition of Truefoam Limited, Newfoundland Styro Inc. and related entities, leading manufacturers of foam insulation products.
- Represented Powerfleet, Inc. (Nasdaq: AIOT), a global AIoT SaaS provider, in its acquisition and related financing of Fleet Complete, a leader in connected vehicle technology and fleet management.
- Represented Gold Flora Corporation (NEO: GRAM), a female-led company that owns and operates a robust portfolio of cannabis brands, companies and retail dispensaries throughout the State of California, in the closing of a convertible note loan facility.
- Represented Goliath Resources Limited (TSXV:GOT), a junior resource exploration company of precious metal projects in the prolific Golden Triangle and northwestern areas of British Columbia, with respect to its non-brokered private placement of flow-through shares and common shares.
- Represented an existing group of shareholders, as co-counsel, in their acquisition of all outstanding shares of Gowest Gold Ltd., a Canadian gold exploration and development company focused on the delineation and development of its 100% owned Bradshaw Gold Deposit (Bradshaw) on the Frankfield Property, part of the Corporation’s North Timmins Gold Project, in a “go private” transaction.
- Represented Maritime Resources Corp. (TSXV:MAE), a Canadian gold exploration and development company, in its offering of rights to purchase common shares backstopped by Dundee Corporation.
- Represented Digital Commerce Payments Inc. in its sale of the exclusive right to use new e-commerce shelf capability software to Venzee Technologies Inc.
- Represented Independent Trading Group (ITG) Inc., a client-focused independent dealer committed to creating innovative technologies, as lead agent and sole bookrunner, in Willow Biosciences Inc.’s brokered private placement of units.
Our recent going public experience includes:
- 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.
- Representing Greenway Greenhouse Cannabis Corporation in connection with its listing on the Canadian Securities Exchange under the symbol “GWAY”.
- Representing SPARQ Systems Inc., a solar energy solutions company, and MJ Innovation Capital Corp. (TSXV:MSMJ.P), a capital pool company, in connection with SPARQ’s reverse takeover and qualifying transaction on the TSX Venture Exchange and concurrent financing.
- 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.
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.
Contacts
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BioFull bio
Sherri earns the trust of her clients by adeptly managing complex and time-sensitive corporate finance transactions and by providing relevant, busines...
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BioFull bio
With extensive experience in a broad range of corporate finance and commercial matters, Jeffrey offers clients a practical and business-minded approac...
Group Members
Representative Matters
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Abraxas Power Enters Loan and Royalty Agreement With RE Royalties
On November 21, 2024, Abraxas Power Corp., a leading energy transition developer, announced that its subsidiary Abraxas Power Maldinvest Ltd. entered into a loan agreement with RE Royalties Ltd., a gl... -
Abraxas and EDF Group Announce Strategic Partnership for the Exploits Valley Renewable Energy Corporation Green Hydrogen and Ammonia Project
On November 18, 2024, Abraxas Power Corp. (“Abraxas”), a leading energy transition developer, announced that it had entered into strategic development agreements with EDF Group, a key player in energy... -
Powerfleet Closes Strategic Acquisition and Related Financing of Fleet Complete
On October 1, 2024, Powerfleet, Inc. (Nasdaq: AIOT), a leading global provider of AIoT SaaS solutions for the mobile asset industry, completed its acquisition and related financing of Fleet Complete, ... -
Allied Properties Completes $250-Million Offering of Senior Unsecured Debentures
On September 26, 2024, Allied Properties Real Estate Investment Trust (TSX:AP.UN), a leading owner-operator of distinctive urban workspace in Canada’s major cities, completed a private placement of $2... -
Gowest Gold Completes Go Private Transaction
On September 20, 2024, Gowest Gold Ltd., a Canadian gold exploration and development company, completed its plan of arrangement under Section 182 of the Business Corporations Act (Ontario). -
Tinley Beverage Company Completes Non-Brokered Private Placement and Debt Settlement
On August 30, 2024, The Tinley Beverage Company Inc., a cannabis beverage company, completed its non-brokered private placement of units at a price of $0.18 per unit for gross proceeds of approximatel... -
Eterna Equity Acquires Truefoam Limited and Newfoundland Styro Inc.
On August 30, 2024, Eterna Equity completed its acquisition of leading manufacturers of foam insulation products, Truefoam Limited, Newfoundland Styro Inc. and related entities. -
Gold Flora Corporation Closes Convertible Note Loan Facility
On August 28, 2024, Gold Flora Corporation, a leading vertically integrated California cannabis company, announced the closing of a convertible note loan facility with Utah-based J.J. Astor & Co. for ... -
Venzee Technologies Acquires Rights to Digital Commerce Payments’ New E-Commerce Shelf Capability Software
On August 22, 2024, Venzee Technologies Inc. (TSXV: VENZ) completed the acquisition of the exclusive right to use new e-commerce shelf capability software from Digital Commerce Payments Inc. (“DCP”) f... -
Willow Biosciences Completes Brokered Private Placement
Aird & Berlis represented Independent Trading Group (ITG) Inc., as lead agent and sole bookrunner, in Willow Biosciences Inc.’s brokered private placement of units.
Recent Developments
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Event
From Risk to Opportunity: ESG as a Growth Strategy
- 04:00 PMJoin members of the Aird & Berlis ESG & Sustainability Group for a comprehensive exploration of practical strategies to leverage ESG opportunities for sustainable growth in 2025 and beyond. -
Firm News
14th Annual IBA Finance & Capital Markets Tax Conference
Jack Bernstein will chair the 14th Annual IBA Finance & Capital Markets Tax Conference in London on January 20-21, 2025, with Francesco Gucciardo and Christopher Slade as panellists. -
Firm News
Aird & Berlis Recognized in The Legal 500 Canada 2025
Aird & Berlis is proud to be recognized by The Legal 500 Canada as a leading firm across 13 different practice areas. -
A&B In the News
Sherri Altshuler Discusses M&A Activity Trends in Globe and Mail Article
Sherri Altshuler notes that while U.S. election cycles and regulatory shifts may affect large M&A deals, Canada’s mid-market focus means a minimal impact on its M&A activity. -
Firm News
Aird & Berlis Recognized in Inaugural Edition of Best Law Firms in Canada
Aird & Berlis is proud to be recognized in the inaugural edition of the Best Law Firms in Canada with 61 rankings across 41 practice areas. The firm received 18 national rankings and 43 regional ranki... -
Article
Top Class Action Decisions of Q3 2024
Q3 2024 saw the release of several significant class action decisions, including appellate rulings, that we consider especially relevant to our clients. -
Article
Think Canada for Global Projects and Global Expansion: Why Trade and Investment Agreements Matter for Global Investment and M&A
This article focuses on Canada’s bilateral investment treaties, known as FIPAs, and the opportunities they provide for foreign investors in Canada and for Canadian investors abroad. -
Firm News
Aird & Berlis Welcomes New Partners John Munnis and Andrea Kroetch
We are pleased to welcome John Munnis and Andrea Kroetch as new partners of the firm. -
News Item
112 Aird & Berlis Lawyers Recognized in The Best Lawyers in Canada 2025
Aird & Berlis is proud to announce that 112 members of the firm were selected by their peers for inclusion in the 2025 edition of The Best Lawyers in Canada. We are also pleased to share that an addit... -
Article
Glencore’s Acquisition of Teck: Impact on the Future of Mining Transactions in Canada
This article examines the Canadian Minister of Innovation, Science and Industry's July 4, 2024, statement on the Investment Canada Act review of Glencore’s acquisition of Teck’s coal assets. -
Article
Understanding Materiality Scrapes in Private M&A: Definition, Function and Usage Frequency
This article examines materiality scrape provisions in private M&A transactions, discussing the perspectives of vendors and purchasers, potential compromises and the growing importance and prevalence ... -
Article
Closing the Value Gap: Examining the Utility of Earnout Provisions in M&A Transactions
This article examines trends in the use of earnout provisions, the elements of typical earnout provisions, different forms of earnout structures and key points for sellers and buyers to be aware of wh... -
Article
TSXV Sandbox and OSC TestLab: Promising Developments for Early-Stage Businesses
The creation of the TSXV Sandbox and measures introduced by the OSC TestLab are welcome developments and signal an intention by the TSXV and the OSC to bolster the agency of Canada’s venture markets a... -
A&B In the News
Sherri Altshuler, Jeffrey Merk Discuss Due Diligence in Globe and Mail Article
Sherri Altshuler and Jeffrey Merk were featured in an article discussing the heightened scrutiny being applied to proposed mergers and acquisitions. -
Article
Know the Limit, Play Within It: Restrictive Covenants in Canada
In this article, we describe what non-competition and non-solicitation provisions are, provide an overview of the nuances between such restrictions in these two separate contexts, and discuss “reasona... -
Article
How ESG Considerations Can Impact and Create Value in M&A Transactions
In this article, we set out the specific impacts that ESG considerations have on the entire M&A process in the public and private market context.