Dezarae Senft

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.

Offerings/financings:

• 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.

Corporate Governance:

• 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.