•             Responsible in all respects from preparation of offering documents in compliance with securities laws of UK and investor’s jurisdiction to negotiation and completion of subscriptions for the raising of approximately £35 million in just over four years by an in vitro medical device developer from a variety of individual, international and institutional investors.  The Company’s 2018 capital raising program was recognised by Insider North East Dealmakers Awards as the 2018 Deal of the Year in the £2.5 - £10 million transaction range.                                                                                                                                                                                                                                                                                                                                                              

•             Provided legal advice and business assistance including attendance and presentations at industry shows such as Biofinance Toronto and BIO Chicago in connection with the financing activities of a start-up biotechnology company.  Successfully raised over $4 million from private investors, $900,000 through an independent financial agent and $500,000 from a private UK investor.  Developed ongoing relationships with venture capitalists and investment banks.  Reviewed and considered the desirability of a TSX-V listing through a reverse takeover of a capital pool corporation.

 

•             Drafted, negotiated and settled application documents for a Grant for Research from the UK Department of Trade and Industry.  Following a competitive review process with a limited fixed budget to distribute, received the largest possible grant allowed under the program.

 

•             Lead investor in connection with the legal, financial and business due diligence review of and subsequent investment in a start-up biotechnology company.  Drafted, negotiated and settled investment documents and closing of investment on behalf of investors.  Managed investment including acceptance of a seat on the board of directors.  

 

•             Structured investment trust and related arrangements and drafted preliminary prospectus in connection with a proposed offering of units in a prescription pharmaceutical investment trust.

•             Negotiated and completed on behalf of Solect Technology Group Inc. three rounds of venture capital financing that raised over $90 million.  The third round of financing was reported in the January 18, 2000 Globe & Mail Report on Business as Canada’s largest web financing to date.  A summary of the transaction was published in the February 2000 issue of the legal industry magazine LEXPERT under the heading “Big Deals Big Suits”.  Assisted with Solect’s subsequent U.S. $1.1 billion combination with Amdocs Limited.

 

•             Assisted with the private placement $4 million funding on behalf of the investor in a joint venture to develop and commercialize science relating to the central nervous system.  Drafted Development and Management Agreement.

 

•             Acted for agents in annual best efforts continuous offerings of mutual fund trailer fee limited partnership units which raised an aggregate of $185 million. 

 

•             Prepared 2008 and 2009 Annual Information Form for local distribution company.

 

•             Prepared 2008 Annual Information Form for junior mining company listed on the TSX.

 

•             Drafted initial public offering prospectus in respect of the $130 million spin-off of the specialty packaging business segment of a multi-national sciences company.  

 

•             Drafted a prospectus on behalf of the issuer in connection with the planned initial public offering of a short line regional railroad. 

 

•             Acted for issuer in respect of a TSX initial public offering of a chain of automotive repair centers.

 

•             Acted for the vendor in the $27.5 million divestiture of an energy from waste facility.  Obtained regulatory approval from Ontario Energy Board and Ontario Power Authority and third-party consents from two GTA cities, Hydro One and a multi-national pulp and paper company.

 

•             Negotiated and drafted transaction documents from Letter of Intent to acquisition stage in separate transactions to acquire over 13 pharmaceutical products with annual sales over $350 million from 6 vendors that included Eli Lilly and Company, Pfizer, Wyeth, Novartis and smaller specialty pharmaceutical companies.  

 

•             Advised intermediary in connection with a $60 million acquisition and immediate resale transaction of 4 retirement and assisted living facilities in Quebec with approximately 600 units in total.

 

•             Negotiated with primary lenders for forbearance during a period of financial difficulty.  Negotiated subordinate loan agreement and related documentation including taking of security in three provinces and an inter-creditor agreement. 

 

•             Drafted, negotiated, settled and completed: (i) the acquisition of a health care management services business and a medical practice; (ii) the lease of space in a commercial office building; and (iii) the limited liability company operating agreement, as part of a series of transactions to open a new health care facility in the highly regulated State of California. 

 

•             Structured, negotiated and drafted technology transfer, asset purchase, subscription and shareholder agreements on behalf of three venture capital investors in connection the organization of and initial $3 million investment in a start-up life sciences company based on research science that had discovered a novel neurotrophic factor.

 

•             Assisted with the debenture financing on behalf of four debenture holders of a $71 million purchase and lease of postal equipment.  Primarily responsible for subsequent issues of additional debentures of $8 million and $1 million and eventual repayment of outstanding indebtedness.  Supervised students assisting with encumbrance searches and closing.

 

•             Principal senior associate in connection with the $80 million amalgamation of two mutual fund companies listed on the Toronto Stock Exchange.

•             Prepared non-disclosure, material supply, services and research and development agreements and related technology licences for an in vitro medical device manufacturer.

 

•             Established a Knowledge Transfer Partnership with local university and obtained exclusive option to licence in respect of a novel coating technology under development at the university.

 

•             Structured and negotiated a joint development agreement and licence with a big pharmaceutical company to develop a quality control analytics system for cell and gene therapies that successfully moved from proof of concept through phase 1 to phase 2.

 

•             Structured, negotiated and administered a co-development and manufacturing agreement agreement and licence with Global Good to develop an HPV screening test for use with the company’s flagship in vitro medical device.

 

•             Assisted local distribution company with $250 million public debt issue by a banking syndicate.  Supervised data room and trained articling student in connection with public offerings.

 

•             Negotiated and settled loan documentation for loan-based government assistance from the Northern Ontario Heritage Fund Corporation.

 

•             Participated in the strategic planning and drafting of the commercialization business plan for a start-up biotechnology company. 

 

•             Incorporated and organized all business, legal, regulatory and financial aspects of UK subsidiary for Canadian parent company including banking arrangements and the lease of office space at University of Newcastle.

 

•             Negotiated and implemented termination of unfavorable sales broker agreement with multi-national pharmaceutical company.

 

•             Structured, negotiated and drafted purchase documents on behalf of a public funeral services company of over ten separate funeral home businesses including real estate for aggregate consideration in excess of $37 million.  

 

•             Assisted with the $200 million acquisition of a motor vehicle financing company by a secured lender as part of an overall transaction involving the acquisition by a Canadian chartered bank of a trust company.  

 

•             Selected and managed outside counsel in connection with a claim against the company for a commission on all of company's regional sales.  

 

•             Managed outside Quebec counsel in connection with claims by a former owner against the company arising out of a previous acquisition. 

 

•             Managed numerous debtor-creditor claims on behalf of an insolvent company.  

 

•             Selected and managed outside counsel in connection with claims by the former patients against a laser vision correction company.

 

 

•             General Counsel and Company Secretary to an in vitro medical device developer with over 90 shareholders from local gentry and angel seed investors to wealthy international individuals and sophisticated investment funds.  Held approximately six shareholder meetings, supervised four pre-emption rights offerings and raised approximately £35 million.

 

•             Leader of the Securities Filing Committee of a public electricity distribution company responsible for maintaining minute books and preparing and filing annual and quarterly disclosure documents including the Annual Information Form and Corporate Responsibility Report.

 

•             Prepared Management Information Circular for Annual and Special Shareholders Meeting of junior mining company listed on the TSX with mine properties in Namibia, Africa. 

•             Corporate Secretary to start-up biotechnology company with over 50 shareholders.  Member of the Board and the Stock Option and Compensation Committee.

•             Secretary to the board of directors of a public pharmaceutical manufacturing company.  Member of the corporate governance committee of the board of directors.  Completed a review of current corporate governance standards including a comparison to company's current policies and practices. 

 

•             Preparation of disclosure forms (management proxy circular and annual information form) and all other resolutions and materials for annual meetings of a royalty acquisition company listed on the Toronto Stock Exchange.

•             Seconded to the Corporate Secretarial department of a large public steel manufacturing company.  Assisted with various corporate governance matters such as a review and update of the Company’s Code of Conduct and a Directors’ job description.  Advised on in-house legal matters including: the breach by the purchaser of a US$ 10 million sale and removal of mothballed hot mill; preparation of a bid package for dismantling and reconstruction of a mothballed melt shop.

 

•             Preparation of Chairman’s Agenda for Annual Meeting of Shareholders of a steel manufacturing company for a meeting attended by shareholder activists.

 

•             Responsible for compliance with health and safety and data protection regulations for an in vitro medical device developer with approximately 80 employees, several active laboratories including a category four lab and a machine shop.    

 

•             Implemented new GDPR regulations on behalf of an in vitro medical device developer in May 2018.

 

•             Advised public company that ultimately became insolvent and sought protection from its creditors on timely disclosure and investor relations matters.  Specific issues included a failure to meet publicly disclosed financial guidance, the resignation and replacement of multiple directors and the resignation of the company's auditors prior to the issuance of its financial statements that required a halt in the trading of the company's shares on the TSX.  Minimized risk to company and personal liability of directors as no lawsuits were commenced despite the significant loss of wealth in a short period.

 

•             Advised company in connection with an international criminal investigation by the RCMP and the DEA into sales by a predecessor company of a certain product of the company that were allegedly diverted for an illegal purpose.  

 

•             Responded successfully by written submission to a US regulatory investigation into a complaint by a former patient of a laser vision correction company under the Americans with Disabilities Act.

•             Planned strategy and commenced negotiations with several candidates to establish a supply chain for the manufacture of a novel point of care in vitro medical device, test cassettes and various subcomponents.

 

•             Researched technology and market, prepared product/services description and drafted Requests for Quotations/Proposals including legal terms and conditions of purchase and supply of goods and/or services for four years in connection with all competitive bid procurements of Canada’s largest electricity distribution company including the procurement of:

 

•        the design/build and equipping of an underground transformer station;

•        two major transformer station overhauls;

•        the outsourcings of the accounts payable function and electrical infrastructure design/build services;

•        maintenance services such as graffiti removal, pressure and CO2 washing;

•        the removal, transportation and handling of hazardous materials; and

•        the design/build of solar power generating projects.

 

•             Researched technology and market, prepared product/services description and drafted Request for Proposals including legal terms and conditions of purchase and supply of goods and/or services in connection with the procurement of:

 

•        the redesign of the company’s call centre system;

•        desktop and laptop computers;

•        the supply of EMC hardware, software, support and basic services;

•        the supply of GIS software data validation services;

•        managed care of Oracle’s Customer Information System, Customer Care and Billing software;

•        the supply of printing hardware, software, consumables and break/fix repair services;

•        the supply of annual maintenance and support services for call recorder equipment and software; and

•        the supply of timekeeping software, implementation services and ongoing support and maintenance.

 

•             Negotiated, drafted and settled IT outsourcing, services and software agreements with Deloitte, IBM and SAP in connection with a change of accounting standards from GAAP to IFRS.

 

•             Supervised outside counsel in connection with the purchase, installation and licensing of server virtualization equipment and software.

 

•             Seconded to a start-up IT company as Vice-President, Corporate Affairs.  Managed a staff of three persons including Manager, Investor Relations and a corporate clerk, as well as several outside counsel.   Attended to day-to-day general corporate and investor relations matters.  Overall project manager for: (i) establishing and maintaining an employee stock option plan and a stock purchase plan; (ii) planning the annual and special meeting of shareholders; and (iii) obtaining the listing of the Company’s shares on the Toronto Stock Exchange.

 

•             Negotiated and drafted definitive agreements (formation, operating, services, software development and license agreements) for a $US 8 million joint venture to provide turnkey functional accounts receivable and accounts payable outsourcing.

 

•             Lead lawyer on behalf of Japanese buyer in connection with the purchase by its U.S. subsidiary for US $9 million of a Canadian software and hardware business using South African technology.

•             Managed an active patent portfolio of an in vitro medical device developer consisting of approximately 13 patent families, 33 granted patents and 7 provisional patents.  Supervised part-time patent attorney to assist.

 

•             Created and obtained UK trade mark protection for skinphysical® a world-class test that assessed the damage to skin through sun exposure on behalf of UK biotechnology company.

 

•             Assisted with negotiation, drafting and settling of a worldwide exclusive license agreement for the development and sale of a novel DNA skin damage test.

 

•             Negotiated £50,000 research and development agreement with a major UK high street drugstore retailer. 

 

•             Responsible for all business and legal aspects of the acquisition of intellectual property and the in-licensing of supplemental intellectual property from the scientist that developed it, the university that owned it and the UK venture capitalist that invested in it.

 

•             Drafted, negotiated and settled the $400,000 purchase of shares of a Canadian subsidiary of a large information technology services company as part of a tax planning transaction.  Subsequently negotiated the license of software acquired as part of the transaction to a former Canadian client of the parent company creating a $100,000 windfall.

 

•             Assisted with the defense of a Japanese patent infringement claim against company's customer that involved the Canadian company, the Japanese customer, the Canadian product supplier and an American competitor. 

 

•             Managed portfolio of approximately 50 trade-marks.

 

•             Resolved dispute over the use of a Kosher trade mark symbol.

 

•             Drafted a building naming rights agreement on behalf of the company that had obtained the naming rights

•             Negotiated, drafted and settled transaction documents to acquire four prescription pharmaceutical products including related licensing and supply arrangements from Novartis AG and its Canadian subsidiary.

 

•             Drafted, negotiated, settled and closed a royalty purchase agreement for US$ 1.0 million including warrants, an equity conversion right with respect to future royalties and a private placement purchase of common stock for US$ 500,000, with registration rights.