Securities law refers to a complex patchwork of provincial laws, national instruments and policies, multilateral instruments and policies and local instruments and policies that govern the issuance and dissemination of securities. Most people think of securities as consisting of shares of companies, and often think of securities laws as applying to companies whose shares are listed on an exchange such as the Toronto Stock Exchange. While this is true, “securities” include any instrument that gives an investor an ownership right in relation to the issuer of such security, and includes bonds, debentures, profit sharing agreements, investment contracts and can, in certain circumstances, include investment in real estate developments and syndication of mortgages. And an “issuer” is anyone, other than an individual, who issues a security and accordingly includes corporations, partnerships, joint ventures and trusts.
Our securities law team, in consultation with our other teams, offers services and legal advice in the following areas:
- In consultation with our Corporate Law & Governance team, we provide advice on how best to structure an issuer if the issuer wants to raise money through the issuance of securities to the public, in the context of a public offering, or to eligible purchasers, in the context of a privately held company;
- In consultation with our entrepreneurship/start-up team, we provide advice on how best to structure a capital raise from public or private investors for the entrepreneur depending on what the goals and needs of that entrepreneur are;
- Identification and compliance with applicable Securities Laws;
- Initial public offerings and public listings;
- Exempt offerings and private placements;
- Registration requirements;
- Take-Over and Issuer Bids;
- Insider Trading and Self-dealing;
- Secondary Market liability;
- Continuous disclosure obligations; and
- Local counsel opinions.