Group Profile:

The Securities Practice Group of Clark Wilson LLP is highly qualified to serve clients requiring expert advice on Canadian and U.S. Federal corporate and securities laws. As part of a well established, business oriented Vancouver law firm, we are also able to draw on over 70 skilled lawyers to provide a full range of legal expertise to our clients. The following is a partial list of services we provide in the securities and corporate finance fields:  

1. Public Offerings and Securities 

Our services to public and emerging public companies include: preparation of prospectuses, offering memoranda and other related offering documents for public and private financings; preparation of listing documentation for all Canadian and United States Stock Exchanges and the NASDAQ quotation system; and providing advice on creative corporate financing techniques involving the use of debentures, warrants, special warrants, debt conversion, bonds, limited partnerships, and other such instruments.  

2. Regulatory Matters 

We provide ongoing advice and guidance respecting compliance with Canadian Securities Acts, U.S. Federal Securities laws, the rulings and policies of Canadian Securities Commissions and the Securities and Exchange Commission of the United States, and the rules and regulations of the various Canadian and United States Stock Exchanges. We also assist clients in their dealings with Canadian and United States securities regulatory authorities, both at an administrative and a quasi-judicial level.  

3. United States Federal Securities Laws

We provide advice and guidance respecting compliance with U.S. federal securities laws. Our services include the preparation and filing of registration statements under the Securities Act of 1933 and registration statements, annual, quarterly and other periodic reports under the Securities Exchange Act of 1934. We also provide advice regarding financings under the Securities Act of 1933. We have full EDGAR conversion and filing capabilities.  

4. Technology 

Together with our intellectual property group, we represent high-tech and internet related companies in all aspects of their business, including regulatory compliance, technology transfer agreements, license agreements, trade secret protection, financings, rules and regulations facing internet companies, and public offerings.  

5. Venture Capital

We have extensive experience in representing private companies seeking assistance in structuring venture capital financing and related corporate matters. Our clients include a variety of resource, industrial and technology companies. We also represent investors to protect their investments, conduct due diligence, structure the financing, and devise exit strategies.

6. Mergers,  Acquisitions and Takeovers 

We have extensive experience in negotiating, documenting and closing transactions involving the purchase and sale of all types of businesses and assets, as well as mergers, reverse takeovers and/or reorganizations. Our Corporate Finance / Securities Practice Group also has experience in take-over bids, both as counsel to offerors and as counsel to potential target companies requiring advice on defensive measures such as shareholder rights plans.

7. International Business Matters

Our knowledge of public and private international law together with contacts in the United States, the Pacific Rim, Europe and elsewhere abroad is an asset to many of our clients. We have developed a special expertise in assisting U.S. corporations seeking a public listing in Canada, and in assisting Canadian companies in their securities and corporate dealings in the U.S. We are experienced in advising on cross-border financings.

8. General Corporate Matters 

We provide a broad range of corporate law services including incorporation and ongoing maintenance of British Columbia and Federal corporations. We are qualified to practice corporate law in six states – California, Colorado, Florida, Virginia, New York, Washington State – and also in Washington DC. We have extensive experience in advising on share structures, conduct of shareholder meetings, proxy disputes, and all matters pertaining to corporate governance including directors' and officers' duties and liabilities.

9. Mining and Energy Law

We represent clients requiring advice on the legal and practical aspects of the law relating to mines and minerals. Our knowledge of the statutory framework in Canada has proven valuable to parties seeking assistance with joint venture agreements, net smelter agreements, title opinions, option agreements, grants of mineral rights, easement and right-of-way negotiations, and trust situations. We also represent many clients in the oil and gas exploration and development business, and the coalbed methane gas and alternative fuels business