Corporate Law and Securities Law

Entity Selection, Creation and Maintenance

Entity Selection, Creation and Maintenance

Entity Selection, Creation and Maintenance

entity analysis
incorporation of companies for public venture capital transactions
Buy-side / incorporation of companies and creation of LLP's for investment purposes (including investment funds)

Private Placements

Entity Selection, Creation and Maintenance

Entity Selection, Creation and Maintenance

private placements of equity and debt (CA, U.S. and internationally-assisted by our network)
Regulation D compliance for securities offerings into the US
Regulation S compliance for securities offerings of U.S. Domestic issuers selling outside of the U.S.
144A compliance for securities offerings

Initial Public Offerings

Entity Selection, Creation and Maintenance

Alternative Public Offerings

prospectus offerings and attendant listing on securities exchanges in Canada
CPC transactions
prospectus offerings and registration statements and attendant listings on U.S. securities exchanges and quotation systems
liaise with our network of UK law firms on AIM listings

Alternative Public Offerings

Alternative Public Offerings

Alternative Public Offerings

reverse takeover transactions with companies on securities exchanges in Canada
qualifying transactions
filing statements
U.S. reverse mergers involving SEC registrants

Mergers & Acquisitions

Alternative Public Offerings

Mergers & Acquisitions

business combinations, including plans of arrangement, amalgamations and share exchanges
share purchase and asset purchase transactions
mergers under U.S. state corporate law
special counsel to independent committee of the board of directors regarding proposed transactions

Continuous Disclosure

Alternative Public Offerings

Mergers & Acquisitions

reporting company disclosure on a current, periodic and annual basis for Canadian jurisdictions
8K, 10Q, 10K for SEC registrants
20-F and 40-F filings with SEC for foreign-private issuers
insider reporting and early warning reporting in Canada
insider reporting on Form 3, 4, and 5 and Schedule 13G and 13D reporting with SEC

Take-over/Tender Offer

Take-over/Tender Offer

Take-over/Tender Offer

take-over bid and exemptions from same in connection with large block transactions
tender offers and exemptions from same
issuer bids
director's side responses to take-over bids/ tender offers

Advocacy

Take-over/Tender Offer

Take-over/Tender Offer

applications to securities commissions (e.g. concerning exemptions)
applications for No-action position with U.S. Securities & Exchange Commission
applications to securities exchanges in Canada and the U.S. regarding exemptions for proposed transactions and offerings

Corporate Actions

Take-over/Tender Offer

Law Firm / Local Counsel Practice

name change and consolidation/reverse split
continuation of corporations into jurisdictions in Canada
domestication of entities into jurisdictions in the U.S.
dividends and redemptions
go-private transactions for Canadian and U.S. public companies
requisitions for special meeting of shareholders

Law Firm / Local Counsel Practice

Law Firm / Local Counsel Practice

Law Firm / Local Counsel Practice

we advise law firms that require local counsel in British Columbia and that require U.S. corporate and securities counsel
we collaborate with law firms internationally on multi-jurisdictional offerings and transactions

OTCQB / OTCQX Sponsorship

Law Firm / Local Counsel Practice

DTC Eligibility and Maintenance

coordination with parties regarding 15c2-11 Filings
analysis of listing options
letters of introduction to OTC Markets for OTCQB / OTCQX listings

View Our OTC Markets Page

DTC Eligibility and Maintenance

Law Firm / Local Counsel Practice

DTC Eligibility and Maintenance

coordination with parties to DTC eligibility application (i.e. participant/applicant and transfer agent)
legal opinions in connection with DTC eligibility and attendant to corporate actions (e.g. name changes/consolidations)