Capital Market and Securities
Types of Transactions
We advise on fundamental public transactions. We partner to make a big impact.
Initial Public Offering (IPO)
We advise and facilitate initial public offerings and follow-on offerings in a wide range of industries.
Reverse Takeover (RTO)
Conduct a reverse merger with an experienced securities lawyer to best suit your company's current state of development.
Capital Pool Company (CPC)
Set up public shell companies to complete qualifying transactions while receiving support with ongoing compliance requirements.
Public Company Counsel
Capital Markets Regulatory Compliance
After going public, we can help manage the company's periodic reporting and other public disclosure obligations.
Corporate Governance
We can help set up vital internal mechanisms to maintain good corporate governance practices.
Incentive Equity Plans
We will help the public company establish and manage incentive equity plans.
Our Capital Markets and Securities Lawyers
Lawyers who advise issuers and investors on private placements, exchange listings and ongoing securities compliance.
Capital Markets and Securities Insights
Updates on securities law, exempt financings and public listings in Canada.
Frequently Asked Questions about Securities Law
What is a prospectus exemption?
In Canada, selling securities normally requires a prospectus unless an exemption applies. Common exemptions for private companies include the accredited investor exemption, the family, friends and business associates exemption, the offering memorandum exemption and the private issuer exemption. Each has its own conditions, and many require filing a report of exempt distribution. Startups raising their first rounds can also see our venture capital services.
Who qualifies as an accredited investor?
Under National Instrument 45-106, individuals generally qualify if they have financial assets of more than $1 million (alone or with a spouse), net income of more than $200,000 in each of the last two years (or $300,000 combined with a spouse), or net assets of at least $5 million. Many institutions and certain companies also qualify. Issuers should take reasonable steps to confirm investors meet the test.
What is the offering memorandum exemption?
It lets a company raise money from a broader group of investors, including non-accredited investors, by providing a prescribed offering memorandum with financial statements. Investment limits for some investors, risk acknowledgement forms and ongoing obligations apply, and requirements vary by province.
What is a Capital Pool Company (CPC)?
The CPC program of the TSX Venture Exchange lets a newly created shell company raise seed capital and list, then acquire an operating business in its Qualifying Transaction. It is one route for an early-stage company to become publicly listed without a traditional IPO.
What are the options for going public in Canada?
The main routes are an initial public offering (IPO) with a prospectus, a reverse takeover (RTO) of an existing listed company, and a Capital Pool Company Qualifying Transaction. Companies choose between exchanges such as the TSX, the TSX Venture Exchange and the Canadian Securities Exchange based on size, stage and listing requirements.
What obligations does a public company have?
Listed companies must file continuous disclosure, including financial statements, MD&A and material change reports, follow insider reporting and trading rules, and meet stock exchange policies and corporate governance requirements. We help issuers set up and meet these obligations.
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Monday – Friday: 9:00 AM – 5:00 PM
Saturday – Sunday: Closed