Alexander Katznelson, Kevin Roggow, Zachary Janes, and Dilina Lallani discuss the requirements for issuers to rely on the LIFE Exemption, including qualification criteria, offering parameters and disclosure requirements, and provides commentary on how the rules have been applied over the past year.
Offering an integrated Capital Markets & Securities team spanning Canada and the United States, Cozen O’Connor provides clients with a one-stop shop for cross-border transactions. Our Canadian and U.S. teams work seamlessly to provide clients with an integrated North American practice. We can serve both U.S. companies that wish to seek an alternative to traditional U.S. venture capital financing by listing their securities on a Canadian stock exchange and raising public capital from all over the world, as well as larger Canadian companies that seek to list on U.S. stock exchanges to access additional liquidity and exposure for their shareholders.
Our Canadian Capital Markets & Securities team represents a spectrum of businesses — from major Canadian corporations and multinational conglomerates, to small and medium-sized enterprises, to startups in emerging markets — as well as investment banks, venture capitalists, and governmental entities. Our team has a great deal of experience in assisting clients from all over the world and from numerous business sectors, including mining/natural resource, technology, industrial, health and wellness (pharmaceutical/nutraceutical, cannabis, psychedelics), food and beverage (including plant based foods), and safety/security. We assist with initial public offerings, mergers and acquisitions, reverse takeovers, corporate restructurings and reorganizations, and qualifying transactions, as well as capital alterations and the preparation of documentation for related transactions. We also serve as trusted advisers to boards and special committees on issues relating to corporate governance, compliance, and reporting obligations.
We draw on our extensive experience engaging with Canadian securities commissions and stock exchanges to help clients navigate the labyrinthine listing requirements and processes of the Toronto Stock Exchange (TSX), the TSX Venture Exchange (TSX-V), Cboe Canada (CBOE), the Canadian Securities Exchange (CSE), and others. Further, we advise issuers, investors, managers, arrangers, and underwriters in debt capital markets on a broad range of domestic and cross-border public and private debt offerings.
Our team includes a former appointee to the board of the Capital Markets Authority Implementation Organization (CMAIO), which was formed to evolve into the Capital Markets Regulatory Authority (CMRA) a single regulator administering the proposed uniform provincial-territorial Capital Markets Act and complementary Capital Markets Stability Act, and a former chairperson of the TSX Venture Exchange’s National Advisory Committee. We also bring to the table valuable insight into the policy initiatives of the Canadian Securities Administrators, by virtue of one of our lawyers having worked at the British Columbia Securities Commission before entering private practice.
Our Capital Markets team has the added benefit of being able to draw on the experience of our White Collar Defense and Investigations group to develop best practices in the securities industry. Together we are able to handle complex disputes including private and public company litigation involving directors’ and officers’ liability and breach of fiduciary duties, hostile take-over bids and proxy fights, shareholder disputes, oppression and derivative proceedings, securities class actions, and contest plans of arrangement.
We work in true partnership with our clients, taking the time to learn their business such that we can craft an effective legal strategy that will advance their business objectives. We offer forward-thinking advice and innovative solutions grounded in practicality and efficiency.