Corporate Finance & Securities

Our Corporate Finance & Securities Group represents a diverse range of public and private companies requiring sophisticated legal advice on both regulatory and non-regulatory matters. With lawyers qualified to practice in Canada and also in various jurisdictions in the United States, we are well-positioned to assist clients in cross-border transactions, financings, mergers and acquisitions, and reverse mergers. Our clients have included companies whose shares are traded on Nasdaq, the American Stock Exchange, the New York Stock Exchange, the OTC Bulletin Board, the TSX, the TSX Venture Exchange and CNSX.

Assisted by a dedicated team of experienced legal assistants and legal secretaries immersed in a culture of client service, our lawyers strive to offer timely advice and guidance in an increasingly complex regulatory environment. As part of a well established, business oriented Vancouver law firm, we are able to draw on over 80 skilled lawyers to provide a full range of legal expertise to our clients:

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 on 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 technology companies in all aspects of their business, including regulatory compliance, technology transfer agreements, license agreements, trade secret protection, financings, 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.

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 Group also has experience in take-over bids, both as counsel to offerors and potential target companies requiring advice on defensive measures.

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 is an asset to many of our clients. We have developed a unique 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.

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 in Washington DC. We have advise 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 provide 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.