Capital Markets & Securities

Miller Thomson’s Capital Markets and Securities group consists of over 40 lawyers in our offices across the country, including in Canada’s main capital market centres: Toronto, Calgary, Montreal and Vancouver. Our lawyers focus on providing high-quality, expert legal and strategic advice to a broad spectrum of clients, ranging from governments issuing bonds to private companies completing their first seed round. We represent clients in a range of industries, including technology, life sciences, mining, oil & gas, industrials and real estate. We focus on getting deals done in a timely, responsive and effective way and pride ourselves on meeting our clients’ needs.

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Miller Thomson recognized in 2017 Canadian Legal Lexpert Directory

In the recently released 2017 edition of the Canadian Legal Lexpert® Directory, 79 Miller Thomson lawyers across 30 areas of law have been recognized for their industry-leading advisory expertise.  These latest rankings are the culmination of an extensive annual peer...

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Miller Thomson attracts prominent Canadian corporate finance, securities and M&A expertise

Miller Thomson has welcomed two of Toronto’s most prominent business lawyers, Lawrence Wilder and Tom Koutoulakis, who have joined the firm as partners. Wilder and Koutoulakis join the Toronto business law group that has seen 10 new partners arrive in...

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Emily Cole’s term on OSC Securities Proceedings Advisory Committee extended

Emily Cole continues to serve on the Ontario Securities Commission (OSC)’s Securities Proceedings Advisory Committee (SPAC) for another term. SPAC is an advisory committee that provides comment and advice on policy and procedural initiatives relating to proceedings before the Ontario Securities Commission’s...

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Geoff Clarke appointed to OSC Registrant Advisory Committee

Geoff Clarke has been appointed to the Ontario Security Commission’s (“OSC”) Registrant Advisory Committee for the 2017-2019 term. The committee serves as a discussion forum for issues and challenges faced by registrants in interpreting and complying with Ontario securities law. For...

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Miller Thomson lawyers recognized in The Best Lawyers in Canada 2017

126 Miller Thomson lawyers from across the country and in numerous areas of law have been recognized for their expertise in the 2017 edition of The Best Lawyers in Canada. This result is up from 122 lawyers ranked last year....

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Rory Godinho appointed to CMAIO / CMRA Board

Rory Godinho has been appointed to the Board of Directors of the newly formed Capital Markets Authority Implementation Organization (“CMAIO”), which is expected to evolve into the Capital Markets Regulatory Authority (“CMRA”). As a result of the division of powers granted...

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Emily Cole serves second term on OSC Securities Proceedings Advisory Committee

Emily Cole’s term on the Ontario Securities Commission (OSC)’s Securities Proceedings Advisory Committee (SPAC) has been extended. SPAC is an advisory committee that provides comment and advice on policy and procedural initiatives before the Ontario Securities Commission’s administrative tribunal.  Committee members serve...

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Miller Thomson advises on USD 6 billion oil and gas merger

Miller Thomson, along with two American firms and a Canadian firm, are advising on a USD 6 billion oil and gas merger that will create the largest producer in North Dakota’s Bakken Shale formation. Gregory Smith, Kevin Sorochan, Lyne Gaulin,...

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Susan Han quoted in Advisor.ca on what’s new in compliance

The CSA is changing the client relationship model (CRM) by amending National Instrument 31-103. The regulator is introducing the changes because “many investors currently do not receive” important information about the costs and performance of their investments, it says. Read...

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Joanna Dawson joins the Vancouver office as an Associate in the Securities, and Corporate & Commercial groups.

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Emily Cole moderates the Northwind’s Inaugural Invitational Forum

Emily Cole is moderating a panel on ‘Managing Criminal and Regulatory Risks While in a Crisis: Balancing Competing Interests at Northwind’s Inaugural Invitational Forum on Surviving a Corporate Crisis’, September 26 -27, 2017 at Langdon Hall, Cambridge, Ontario.

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Rory Godinho speaks at BC-CLE Advanced Securities 2017

Rory will present a “Regulatory Update”

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Emily Cole teaches Effective Advocacy and providing skills training to lawyers

Emily Cole teaches Effective Advocacy and providing skills training to lawyers at the invitation of the Nunavut Law Society in Iqaluit, Nunavut.

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Emily Cole speaks at International Symposium on Economic Crime

Emily Cole speaks on “Risk Accountability for Investment Advisors” at the International Symposium on Economic Crime at Cambridge University, UK.

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Dwight Dee speaks at CLEBC’s course on “Securities Fundamentals: Private Placements”.

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Dwight Dee is an instructor for the BC CPA’s seminar on “Exempt Market Securities: An Overview of the Legal Requirements and the Opportunities for Raising Capital and Investing”.

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Dwight Dee is a speaker and panelist at CLEBC’s “Securities Fundamentals: Plans of Arrangement” course.

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Dwight Dee presents a “Securities Law Primer” at the CLEBC’s Securities Fundamentals course.

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Steven Wesfield and Susan Han speak on Director Duties & Liabilities (Intermediate Level) for the CBDC.

Canadian Board Diversity Council’s “Get on Board” Program Location:TD Canada Trust, Lake Joseph RoomBuilding 14720 Tahoe Blvd.Mississauga More information.

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David Woolford speaks at the ACG Detroit conference on Accessing North American capital through the Toronto Stock Exchange in Detroit on July 13.

For more information, please click here.  

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Market Close Cocktail Series

You are invited to attend Miller Thomson’s “Market Close” Cocktail Series featuring key industry participants presented by the Capital Markets & Securities Group. Come learn more on recent trends and upcoming legal changes and what they mean for Canadian businesses....

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The Cannabis Industry and the Canadian Capital Markets: A Discussion of Recent Events and Future Developments

Please join us for our first informal discussion of the recent capital markets events affecting Canadian listed issuers. Featuring guest speakers from Canaccord Genuity and CannaRoyalty Corp. and Miller Thomson partner Sandra Gogal, a thought leader and frequent speaker on...

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Raising Capital in Saskatchewan Using Exemptions

Learn about how you can raise capital in Saskatchewan using the exempt capital market.  Miller Thomson clarifys how to qualify to raise capital using prospectus exemptions, including how to ensure investor eligibility and regulatory compliance. The discussion also includes a...

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Raising Capital in Saskatchewan Using Exemptions

Learn about how you can raise capital in Saskatchewan using the exempt capital market.  Miller Thomson clarifys how to qualify to raise capital using prospectus exemptions, including how to ensure investor eligibility and regulatory compliance. The discussion also includes a...

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Revisions to the Offering Memorandum Rules

Our Securities and Capital Markets team hosts a presentation with respect to the new Offering Memorandum (“OM”) rules across Canada.  The OM amendments introduce an offering memorandum exemption in Ontario effective January, 13, 2016 and modifys the existing OM exemption rules...

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Real Estate Syndication and Lending Legal Workshop

Miller Thomson  LLP presents a complimentary luncheon workshop and roundtable discussion.  Each table is hosted by a Miller Thomson lawyer to lead the discussions.  Prior to the workshop, you receive questions to review to help facilitate the networking portion of the event.  You...

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The Alberta Securities Commission Advances New Capital-Raising Initiatives for Start-up Businesses

On Friday, July 29, 2016, the Alberta Securities Commission (the “ASC”) announced that it is moving forward with two initiatives designed to facilitate capital-raising for small and medium-sized enterprises. First, the ASC has adopted ASC Rule 45-517 Prospectus Exemption for...

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Significant New Proposals for Registrant Obligations Towards Their Clients

Canadian Securities Law News, LexisNexis, No. 269

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Changes to Exempt Market Reporting Announced

The Canadian Securities Administrators (“CSA”) have announced that effective June 30, 2016, all issuers that distribute securities under certain prospectus exemptions will be required to use a new form of report of exempt distribution (the “New Form”). The New Form...

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Emily Cole quoted in Canadian Press article

Canadian Press, "Don't assume CEO of Sino-Forest knew everything going on in company: lawyer"

It can’t be assumed that Allen Chan, the former CEO of Sino-Forest Corp., knew everything that was going on within the forestry company before its collapse, Chan’s lawyer told a securities tribunal Tuesday. Emily Cole began delivering closing arguments in...

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Emily Cole featured in Globe & Mail article

The Globe and Mail, Report on Business, "OSC has failed to prove Sino-Forest founder committed fraud: lawyer"

Sino-Forest Corp. founder Allen Chan may have made decisions that appear unusual because of different business practices in China, but he did not commit fraud at the failed forestry company, his lawyer told an Ontario Securities Commission hearing Tuesday.

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Fundamental Changes to Take-Over Bid Regime Announced

On February 25, 2016, the Canadian Securities Administrators (“CSA”) announced the adoption of National Instrument 62-104 – Take-Over Bids and Issuer Bids (“NI 62-104”). NI 62-104 is fully harmonized and will apply in all provinces and territories of Canada. The...

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Canadian Securities Regulators Revamp Early Warning Regime

On February 25, 2016, concurrent with the publication of major changes to the take-over bid regime, the Canadian Securities Administrators (“CSA”) announced significant amendments to the early warning reporting rules.  Market participants who take large positions in public issuers, along...

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Revisions to Offering Memorandum Rules Across Canada

Effective January 13, 2016, issuers in Ontario were able to take advantage of the offering memorandum prospectus exemption (the “OM Exemption”). This new OM Exemption will facilitate capital-raising by allowing issuers in Ontario to access a wider range of investors,...

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Canadian Securities Regulators Revamp Early Warning Regime

Canadian Securities Law News, LexisNexis, No. 267

On February 25, 2016, concurrent with the publication of major changes to the take-over bid regime, the Canadian Securities Administrators (“CSA”) announced significant amendments to the early warning reporting rules. Market participants who take large positions in public issuers, along...

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Notice of Housekeeping Rule Amendments to the TSX Company Manual

On February 11, 2016, the Toronto Stock Exchange (the “TSX”) issued a notice (the “Notice”) of Housekeeping Amendments (the “Amendments“) to Appendix D – Toronto Stock Exchange Evidence of Security Ownership (“Appendix D“) of the TSX Company Manual. Previously, Appendix...

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Steamsand Capital completes IPO

Counsel to the agent Canaccord Genuity Corp.

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Four Nines Gold completes IPO

Counsel to the agent PI Financial Corp.

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E3 Metals closes fully subscribed non-brokered private placement

Counsel to E3 Metals Corp.

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Southern Arc Minerals invests in Japan Gold

Counsel to Southern Arc Minerals Inc.

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Minsud Resources closes non-brokered private placement of units

Counsel to Minsud Resources Corp.

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RYU Apparel closes short form prospectus offering

Counsel to the agent Canaccord Genuity Corp.

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Califfi Capital Corp. completes IPO and lists on TSXV

Counsel to the agent PI Financial Corp.

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True North Commercial REIT closes $32.1 million bought deal offering

Counsel to True North Commercial REIT

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URZ Energy completes IPO and lists on TSXV

Counsel to Haywood Securities Inc.

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BonTerra Resources closes $20 million bought deal financing

Counsel to BonTerra Resources Inc.

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Securities Practice Notes

Read the latest issue of Miller Thomson’s Securities Practice Notes publication.

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