Dezarae Senft’s practice focuses primarily on corporate finance and securities, mergers and acquisitions, and general corporate/commercial law. Dezarae provides high quality service to her clients and has been involved in a wide array of sophisticated Canadian and international transactions. She represents companies in connection with corporate acquisitions, dispositions, reorganizations, and restructurings. Her practice also involves acting on behalf of issuers in respect of initial public offerings and public and private offerings of debt, equity, and hybrid securities, including cross-border financings and dual listings. Dezarae assists clients with corporate governance and continuous disclosure issues, compensation plans, and the day-to-day servicing of companies.
Dezarae prides herself on being at the forefront of recent and pending developments in corporate law so that she can deliver maximum value to her clients. In a complex and ever-changing legal environment, Dezarae has handled a wide range of international transactions. She has significant experience with the British Virgin Islands and the United Kingdom. She understands the unique needs of clients doing business in foreign countries, where risk assessment and strategic planning are fundamental aspects of any transaction.
Dezarae provides pragmatic advice and counsel in a number of areas:
Mergers and acquisitions:
- advising on and implementing amalgamations, plans of arrangement, mergers, and a variety of other corporate reorganizations and restructuring transactions;
- preparing and coordinating takeover and reverse takeover bids, issuer bids, and the information circulars issued in connection with such transactions;
- representing acquirers and targets in international reorganization transactions;
- assisting clients with the initial strategic decision-making and risk assessment stage, through to exploratory meetings, confidentiality agreements, and due diligence, and with the signing, closing and implementation of the transaction.
- engaging in prospectus offerings (long and short form), IPOs, CPC offerings, bought deals, and debt and equity financings;
- facilitating institutional and private venture capital financings;
- advising on numerous specialized transactions, including qualifying transactions, joint venture exploration and development, flowthrough share financings, and other energy and mining transactions;
- conducting institutional exempt offerings, “seed capital” financings, private placements, offering memorandums, and cross-border and offshore financings.
- providing corporate governance advice to directors and officers of publicly traded companies, including director, officer, and audit committee duties and liabilities;
- continuous disclosure expertise including NI 43-101–Standards of Mining Disclosure and NI 51-101–Standards of Disclosure for Oil and Gas Activities;
- advising on continuous disclosure obligations including MD&A, executive compensation disclosure and AIFs, SEDAR filings, annual and special meetings, proxy information circulars, related party transactions, and shareholder rights plans;
- establishing reinvestment plans for stock options, SAR plans, employee benefits and dividend reinvestment plans, and other employee and management compensation plans.
Corporate and commercial:
- assisting clients with a variety of general corporate and business matters including the drafting and negotiating of documents such as confidentiality and non-competition agreements, employment and consulting agreements, voting trust agreements, joint venture agreements, partnership agreements, share and asset purchase agreements, stock option plans, unanimous shareholders agreements, and indemnity agreements;
- preparing submissions to the applicable regulatory authorities for listed issuers with respect to a wide range of transactions such as listing and delisting applications, acquisitions and dispositions, tier graduations, share consolidations and splits, name and symbol changes, NCIBs, and stock option plans;
- assisting clients with AGM materials, insider reporting requirements, filing and reporting requirements for control persons, and reviewing annual and interim financial statements and MD&A’s;
- attending to regulatory filings in connection with the continuous disclosure obligations set out in NI 43-101, NI 51-101, and NI 51‑102;
- advising public companies on corporate governance practices and drafting and administering audit committee charters, corporate governance and compensation committee charters, board mandates, and reserves committee terms of reference;
- ensuring the compliance of clients with applicable securities laws by maintaining regular communication with clients and regulatory authorities in order to maintain good standing status.
Prior to joining Miller Thomson in December 2013, Dezarae maintained a successful corporate finance/securities, M&A, and general corporate/commercial law practice at an international law firm in Calgary, Alberta.
Member of the 2016 Habitat for Humanity 200K Women Build.
Professional achievements & leadership
- The Best Lawyers in Canada – Securities Law, 2018 – 2019
- Member of the counsel team representing a $40 billion pension plan with a $40 million acquisition of lands located within western Canada’s transportation and logistics inland hub.
- Lead counsel representing a publicly traded construction company and its $20 million acquisition of various aggregate extraction operations throughout Saskatchewan.
- Member of the counsel team representing an Alberta-based oil and gas corporation in a $89 million acquisition of heavy oil assets from a major Canadian-based publicly traded oil and gas corporation and the concurrent $52 million subscription receipt financing.
- Member of the counsel team representing a private oil and gas corporation on the $45 million plan of arrangement acquisition by a publicly traded Alberta oil and gas issuer.
- Member of the counsel team representing an Alberta-based buyer in the purchase of an internationally recognized ski resort.
- Member of the counsel team representingpublicly traded oil and gas corporation in the $23 million acquisition of a private oil and gas corporation with assets located in the Pembina Cardium fairway.
- Member of a counsel team assisting with the $300 million dollar divestiture of a locally owned heavy equipment dealer business to the world’s largest Caterpillar equipment dealer.
- Member of a counsel team representing one of the world’s largest energy companies with the $300 million dollar acquisition of a 40MW biomass generation facility in Saskatchewan.
- Member of the counsel team representing a grain and oilseeds marketer and handler with the $100 million dollar sale of the crop production services component of its business as well as various retail sales sites located throughout Alberta, Saskatchewan, and Manitoba.
- Member of the counsel team representing a publicly traded junior mineral exploration and development company in a $90 million brokered debt financing and the subsequent listing of the bonds on the Professional Securities Market of the London Stock Exchange.
- Lead counsel representing a publicly traded oil and gas corporation in its $65 million merger with a private oil and gas company incorporated in the British Virgin Islands, having its head office in Dubai, UAE, and its assets in Africa, the concurrent $30 million subscription receipt financing, and the continuance of our client from the Province of Alberta to the British Virgin Islands.
- Lead counsel representing a British Virgin Islands-based public oil and gas company with operations in Africa in the completion of a $110 million scheme of arrangement sale to a United Kingdom-based, London Stock Exchange-listed purchaser.
- Lead counsel representing an Alberta-based oil and gas company in a $108 million equity financing.
- Lead counsel representing a public oil and gas company in a $32 million brokered financing of special warrants which were subsequently qualified through the filing of a short form prospectus.
- Lead counsel representing an international oil and gas company in a $54 million equity financing.
- Member of the counsel team representing and Alberta-based public oil and gas issuer in the $150 million acquisition of a controlling interest in two publicly traded companies and the acquisition of oil and gas assets from a private Alberta-based corporation.
- Member of the counsel team representing an international oil and gas company in a $57 million equity financing.
- Member of the counsel team representing an international oil and gas company in a $41.5 million TSXV-listed debt financing.
- Presentation, “Raising Capital in Saskatchewan Using Exemptions,” Regina and Saskatoon, May 2016
- “OSC Finds Related Party Transaction Disclosure Too Generic and Inadequate,” Securities Practice Notes, February 2015
- Dezarae serves on the board of directors for Habitat for Humanity Regina.
- Member, Law Society of Saskatchewan
- Member, Law Society of Alberta
Bar admissions & education
- Saskatchewan Bar, 2012
- Alberta Bar, 2006
- J.D., University of Saskatchewan, 2005
- B.A. (honours), University of Saskatchewan, 2002