Expertise
Corporate Finance and Securities
Large national and international issuers, as well as mid-size and entrepreneurial businesses rely on us to help them manage a wide range of corporate finance and securities transactions.
Known for pragmatism and speed, we assist issuers and underwriters with complex corporate finance transactions and securities offerings, and ensure delivery of customized, time-sensitive solutions.
Our experiences includes:
- Public and private equity and debt financings
- Initial public offerings
- Public company mergers and acquisitions
- Take-over bid strategies, defensive measures
- Public company board/independent committee advisory services
- Cross-border and Eurodollar offerings
- Derivatives and structured products
- Public company disclosure obligations
- Income fund structuring and offerings
- Investment funds, private equity funds and venture funds
Members of our team advise boards of directors and issuers in corporate governance practices, and provide corporate governance audits, workshops and implementation.
We act as counsel to Canada's largest financial institutions and to Quebec's network of credit unions. We also represent mutual and other investment funds, private equity funds and venture funds, and assist investment dealers and advisors on regulatory matters and new product development.
Members of our team are recognized as leading practitioners by the Canadian Legal Directory, LEXPERT.
Services
- Broker/dealer regulation
- Corporate governance
- Cross-border and international offerings
- Directors and officers' duties and obligations
- Employee and executive stock incentive programs
- Eurobond offerings
- Financial industry regulation
- Income funds
- Initial public offerings
- Litigation
- Mutual funds and fund management
- Private placements
- Public company disclosure obligations
- Public offerings: issuers/underwriters
- Public/private partnership fundraising
- Shareholders' meetings and proxy contests
- Spin-offs and corporate reorganizations
- Stock exchange listings
Client Work
Cirque du Soleil in New Partnership with Dubai World
Acted for Cirque du Soleil in the acquisition of a 20% stake by Istithmar World and Nakheel, units of Dubai World.
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RBC to Offer Up to ZAR 15M Royal Bank of Canada Fixed Rate Deposit Notes in the Uridashi Market
Canadian counsel to Royal Bank of Canada in connection with the offering in Japan of up to ZAR 15m Fixed Rate Deposit Notes due November 1, 2010.
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National Bank of Canada Renews its US$5 Billion Euro Note Programme
Ogilvy Renault acted as counsel to the dealers in the renewal of National Bank of Canada's Euro Note Programme.
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Royal Bank of Canada Completes Issue of ZAR 30M Fixed Rate Deposit Notes in Uridashi Market
Counsel to RBC in issuing ZAR 30,000,000 (approx. CDN$4,398,000) Royal Bank of Canada Fixed Rate Deposit Notes due November 15, 2011.
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Polaris Geothermal Closes $27M Debenture Private Placement
Counsel to Jacob & Company Securities Inc. in its role as agent, on the offering of 27,000 units of Polaris Geothermal Inc.
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Bank of America's Senior Secured Asset Based Revolving Credit Facility in Favour of Intertape Polymer
Represented Bank of America in US$200M senior secured Canadian and US asset based credit facilities in favour of Intertape.
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Quebec Renews and Increases its US$18 Billion Euro Medium Term Note Programme
Represented dealers with regards to Quebec's updated and increased (+US$4 B) Euro Medium Term Note Programme.
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Financement-Québec Renews its US$2 Billion Euro Medium Term Note Programme
Represented dealers with regards to Financement-Québec's updated Euro Medium Term Note Programme.
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UBS AG Completes CHF15.97 Billion Global Rights Offering
Provided the Canadian representation for UBS's CHF15.97 billion global rights offering.
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Québec Issues $1 Billion in Global Notes Series QG
Represented the underwriters in Quebec's issuance of US$1 Billion in Global Notes.
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RBC Issues AUD 100M of 8.5 % Deposit Notes
Represented RBC in its issuance of AUD 100M of Deposit Notes.
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RBC Completes Issue of €3 Billion of 5.75 % Deposit Notes
Counsel to RBC in its issuance of €3 Billion of Deposit Notes.
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RBC Renews its $40 Billion Programme for the Issuance of Notes
Canadian and EU securities counsel to RBC in renewing its programme for the issuance of notes.
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RBC Issues Samurai Bonds
Acted as Canadian Counsel to RBC in its issuance, in Japan, of Yen Bonds.
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Bank of Montreal Completes Issue of €1.5B Floating Rate Deposit Notes
Represented the dealers in regards to BMO's issuance of floating rate deposit notes.
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BMO Issues €500M Floating Rate Deposit Notes
Represented the dealers in BMO's issuance of €500,000,000 Floating Rate Deposit Notes.
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Videotron Completes US$455 Million Private Placement of Senior Notes
Counsel to Videotron Ltd., the third largest cable operator in Canada, in connection with its completion of a US$455 million private placement of senior notes.
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Montréal Exchange Inc. Begins Trading on Toronto Stock Exchange
The common shares of Montréal Exchange Inc., Canada's financial derivatives exchange, began trading on Toronto Stock Exchange under the symbol MXX.
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Mecachrome Initiates IPO
Advised Mecachrome International Inc., for both the Canadian and U.S. aspects of the transaction, in its filing of a final prospectus for an initial public offering.
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Bioniche Life Sciences Receives $17.5 Million for Offering
Acted for Bioniche Life Sciences in its offering of 14,583,33 units for gross proceeds of $17.5 million.
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Royal Bank Issues Series AG First Preferred Shares
Acted as counsel to Royal Bank of Canada in connection with the issue in Canada of CAN$250 million of Series AG First Preferred Shares.
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SGF Takes Part in TPG Capital's $1.3-Billion Privatization of Axcan Pharma
Société générale de financement announced that it would invest $60 million directly into Axcan Pharma Inc. debt and equity.
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Quebecor Media Successfully Completes its Privatization of Nurun Inc.
Acted as counsel to Quebecor Media in the context of a take-over bid. The total value of the transaction was approximately $76 M.
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Ogilvy Renault Represents Hochschild Mining plc in $64.6 Million Deal
In connection with its $64.6 million strategic investment in Lake Shore Gold Corp. for a 19.9% equity interest. The deal included rights to increase to a 40% fully diluted equity interest.
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Royal Bank of Canada's Sale of $4 Billion of Six-Year Extendible Notes
Acted as Canadian counsel to RBC in connection with the sale of $4B of six-year extendible notes in a 144a private placement.
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TVA Group Repurchases $51M in Class B Non-Voting Shares
Acted as counsel to TVA Group Inc. in its $51,000,000 offer to repurchase up to 3,000,000 of its Class B Non-Voting Shares under a substantial issuer bid.
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Quebec Completes Issue of €1.25B Euro Medium Term Notes
Represented the dealers in regards to Quebec's issuance of Euro medium term notes.
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Solidarity Fund QFL Purchases the $100M Unsecured Debenture of TFI Holdings
Counsel to Solidarity Fund QFL in the purchase of a $100M unsecured debenture of TFI Holdings, a wholly owned subsidiary of TransForce Inc.
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Hydro-Québec's Request for Proposals and Award of Wind Farm Contracts with a Potential Investment Value of $5.5 Billion
Represented Hydro-Québec during the process that led to it being awarded 15 contracts to develop wind farms.
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Royal Bank of Canada Completes Public Offering in Canada of CDN $212.5M in Series AH First Preferred Shares
Canadian counsel to the RBC in connection with the public offering in Canada of 8.5 million Series AH First Preferred Shares.
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Nortel Completes Offering of US$675 Million Senior Notes
Represented Nortel, in Canada, with regards to its offering of 10.75% Senior Notes due 2016.
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Tembec Completes Recapitalization
Represented BMO, the financial advisor to Trembec's recapitalization.
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National Bank of Canada Completes Public Offerings of Over $200M in Preferred Shares
Represented the syndicate of underwriters in connection with the public offering by National Bank of Canada of Preferred Shares.
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Quebec Completes Issue of CHF 250M Euro Medium Term Notes
Represented dealers in Quebec's CHF 250M issuance of Euro Notes under its US$14M Euro Medium Term Note Programme.
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South Asia Energy Management Systems Closes Loan Credit Facility
Represented Jacob & Co. in arranging a term loan credit facility for South Asia Energy Management Systems.
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RBC Offers $1B Medium Term Notes
Represented RBC in its public offering in Canada of $1 billion of Series 12 fixed/floating rate Medium Term Notes.
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Petaquilla Minerals Closes Brokered Private Placement of Units Through Casimir Capital
Acted as counsel to Casimir Capital LP, the agent, in the US $32,250,000 offering of units of Petaquilla Minerals Ltd.
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Vista Gold Corp Completes Offering of $US30M Secured Notes
Acted as counsel to the agent, Casimir Capital LP, pursuant to their agency agreement with Vista Gold Corp.
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National Bank of Canada Completes Public Offering of Preferred Shares
Represented underwriters in National Bank of Canada's public offering of $150 million of Non-Cumulative Fixed Rate First Preferred Shares.
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Bell Aliant Regional Communications Limited Partnership Files Short Form Base Shelf Prospectus
Acted for the syndicate of agents, co-led by BMO Nesbitt Burns Inc., CIBC World Markets Inc. and TD Securities Inc.
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Quebecor World Makes High-Yield Offering of US$400,000,000 9¾% Senior Notes
Senior Notes issued and sold on a private placement basis in the United States and to a limited number of accredited investors in Canada
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Æterna Zentaris Offers Subordinate Voting Shares of Atrium Biotechnologies Inc.
Acted for the Quebec City-based biopharmaceutical company in its $55 million secondary offering
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Publications
New Regulations Regarding Principal Protected Notes to Take Effect July 1, 2008
An overview of the new federal regulations introduced in response to concerns about investments in PPNs given the increased variety and complexity of such products.
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Canadian M&A in 2008: The After Party
Rick Sutin wrote about the M&A landscape amidst a slow American economy and a high Canadian dollar. The article appears in the 2008 Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in Canada.
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Proposed Certification Rules
The Canadian Securities Administrators (the CSA) have published for public comment a new national instrument which, if enacted, would repeal and replace Multilateral Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings.
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Planning for Canada's Conversion to International Financial Reporting Standards - Advance Disclosure Obligations
Canadian reporting issuers should be thinking about communicating to the market their conversion strategy and the potential impact of IFRS on their financial statements.
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OSC Releases Notice on Environmental Reporting Obligations
On February 28, 2008, the Staff of the Ontario Securities Commission released a Staff Notice on Environmental Reporting, which sets out the most thorough guidance to date on environmental disclosure for reporting issuers.
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New Rules for Filing and Disclosing Material Contracts
Effective March 17, 2008 there will be new rules applicable to the filing and disclosure of material contracts with securities regulators.
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Decision on Timely Disclosure of Merger Negotiations Released by the Ontario Securities Commission
On January 14, 2008, the Ontario Securities Commission (the Commission) issued its decision In the Matter of AiT Advanced Information Technologies Corporation (AiT), Bernard Jude Ashe (Ashe) and Deborah Weinstein (Weinstein).
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New CSA Rules on Forward-Looking Information Will Take Effect December 31, 2007
Effective December 31, 2007, the Canadian Securities Administrators are amending several national instruments and forms which will implement new requirements for forward-looking information, including future-oriented financial information (FOFI)...
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Civil Liability Remedy for Secondary Market Disclosure Now Available in Quebec
On November 9, 2007, An Act to amend the Securities Act and other legislative provisions[1] (the "Act") came into force.
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Supreme Court of Canada Affirms Dismissal of Danier Leather Shareholder Class Action
The Supreme Court of Canada issued its decision in the shareholder class action suit Kerr v. Danier Leather Inc.
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Proposed Internal Controls Certification
The Canadian Securities Administrators are proposing to introduce a new national instrument to repeal and replace Multilateral Instrument 52-109 - Certification of Disclosure in Issuer's Annual and Interim Filings (MI 52-109).
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Proposed New Rules on Executive Compensation Disclosure
The CSA recently published for public comment proposed amendments to National Instrument 51-102 - Continuous Disclosure Obligations (the "Proposed Amendments") and Form 51-102F6 - Statement of Executive Compensation (the "Form").
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The CSA Propose a Harmonized Registration Regime
The CSA recently published for public comment proposed National Instrument 31-103 Registration Requirements (the Rule) and Companion Policy 31-103 CP (the Companion Policy).
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Proposed CSA Rules Relating to Forward-Looking Information Including Future-Oriented Financial Information and Financial Outlooks
In December 2006, the Canadian Securities Administrators (CSA) published for comment proposed amendments to several national instruments and forms that would implement new requirements for forward-looking information, including future-oriented...
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OSC Issues Decision in Sears Canada Bid
The Ontario Securities Commission recently released its decision regarding the proposed privatization of Sears Canada Inc. ("Sears Canada") by its U.S. parent, Sears Holdings Corporation ("Sears Holdings").
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Ogilvy Renault LLP 2005 Annual Review
We are pleased to share the following 2005 highlights from our four main practice areas: Business Law, Litigation, Intellectual Property and Employment and Labour Law.
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New Legislation for Liability for Continuous Disclosure Violations in Force on December 31, 2005
Secondary market investors will have statutory right of action for continuous disclosure violations effective December 31, 2005
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Secondary Market Liability is Almost Here - An Ogilvy Renault LLP Seminar
Amendments to the Securities Act (Ontario) will come into force on December 31, 2005.
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Ontario's New Civil Liability Regime for Continuous Disclosure Violations - as it Relates to Mutual Funds
Amendments to the Securities Act (Ontario) will come into force on December 31, 2005.
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Impact of National Instrument 45 106 Prospectus and Registration Exemptions on Private Placements in Quebec
On September 14, 2005, the Autorité des marchés financiers (AMF) and the other Canadian Securities Administrators implemented National Instrument 45-106 Prospectus and Registration Exemptions...
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Federal government announces moratorium on providing advance income tax rulings on flow-through structures, including income trusts
On September 8, 2005, the federal government issued a paper and launched consultations with the public on the tax treatment of income trusts.
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National Instrument 55-101 Insider Reporting Exemptions is Amended
The Canadian Securities Administrators (CSA) will implement amendments to National Instrument 55-101 Insider Reporting Exemptions (the "Instrument") and Companion Policy 55-101CP (the "Policy") on April 30, 2005, subject to receipt of the necessary...
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A National Approach to Corporate Governance is Finalized
On April 15, 2005, the Canadian Securities Administrators (CSA) published in final form National Policy 58-201 Corporate Governance Guidelines (the "Policy") and National Instrument 58-101 Disclosure of Corporate Governance Practices...
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Proxy Season 2005: A Checklist for Issuers
Over the past year many changes have been introduced by the Canadian regulators, and other changes will become effective in the near future which will affect issuers this proxy season.
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Securities Regulators Adopt Policy on Income Trusts
On December 3, 2004 the Canadian Securities Administrators (CSA) published and implemented National Policy 41-201 - Income Trusts and Other Indirect Offerings.
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The CSA Propose a Unified Approach to Corporate Governance
On October 29, 2004, the Canadian Securities Administrators published proposed National Policy 58-201 Corporate Governance Guidelines and National Instrument 58-101 Disclosure of Corporate Governance Practices .
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Changes on the Horizon in Quebec Securities Law: A Step Towards Harmonization
On November 11, the Minister of Finance introduced Bill 72, An Act to amend the Securities Act and other legislative provisions.
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New Shortened Deadline for Filing Annual Financial Statements Could Impact 2005 Annual Meeting
Under the new Canadian continuous disclosure regime, reporting issuers, other than venture issuers, must now file and deliver their annual financial statements within 90 days of their year-end instead of within 140 days.
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The Danier Decision: Important Guidance on Forecasts
A recent decision of the Ontario Superior Court of Justice should cause issuers, underwriters and their advisers to exercise caution in publishing and monitoring financial forecasts, particularly in the context of an initial public offering.
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What You Need to Know about Changes to the Canadian Continuous Disclosure Regime
The Canadian Securities Administrators (CSA) recently published National Instrument 51-102 Continuous Disclosure Obligations (the CD Instrument) which is expected to come into force on March 30, 2004.
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Wise Persons' Committee Recommends Single Regulator
In December 2003, the Wise Persons' Committee (WPC), a federally appointed committee, released its report proposing a new structure for securities regulation in Canada.
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The Canadian Securities Administrators Venture Further into the Corporate Governance Arena
The Canadian Securities Administrators took a further step into the corporate governance arena by publishing proposed Multilateral Policy 58-201 Effective Corporate Governance and Multilateral Instrument 58-101 Disclosure of Corporate Governance...
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2003 Annual Review
Highlights of some of our top cases in Securities, Mergers & Acquisitions, and Litigation.
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CSA Corporate Governance Initiatives Impact on Assessing Directors' Duties?
Concern with restoring investor confidence in the capital markets and deterring corporate malfeasance has resulted in numerous corporate governance initiatives being undertaken in recent years in Canada.
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Federal Legislative Measures Proposed to Combat Insider Trading and Criminal Negligence
On June 12, 2003, the Minister of Justice of Canada, the Honourable Martin Cauchon, tabled two bills in the House of Commons aimed at extending the application of the Criminal Code to Canadian businesses and organizations.
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The CSA Propose Reforms To Enhance Investor Confidence
Following a ten-month consultation initiated by the Ontario Securities Commission, the Canadian Securities Administrators1 have released for public comment new proposed rules regarding audit committee composition and functions, certification of interim...
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On-Line Insider Reporting System
The System for Electronic Disclosure by Insiders (SEDI), which was suspended last year, will be back on-line starting May 5. Insiders will be required to file insider trading reports on SEDI commencing June 9, 2003.
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Limit Liability of Unitholders of Publicly Traded Trusts
The Government of Ontario announced on March 27, 2003 that it intends to introduce legislation to clarify that investors in publicly traded trusts will not be liable for the activities of the trust.
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New Developments in Securities Regulation
Insider reports to be required for certain derivative transactions, OSC introduces new fee regime & CSA proposes simplification of resale rules.
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TSE: Corporate Governance Standards & Listing Requirements
In late November 2002, The Toronto Stock Exchange corresponds with all listed companies and numerous other participants in the capital markets to explain the current statusof the proposed changes to its Corporate Governance Guidelines and announces...
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New Regulatory Structure for the Quebec Financial Sector
On December 11, 2002, an amended Bill 107, An Act respecting the Agence nationale d'encadrement du secteur financier was enacted.
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CSA Finalizes Policy on Selective Disclosure
On July 12, 2002, the Canadian Securities Administrators (the "CSA") adopted the final version of National Policy 51 201 Disclosure Standards (the "Policy").
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Amendments to Security holder Communication Procedures
The Ontario Securities Commission has adopted a rule (National Instrument 54 101) (the "New Rule") which replaces National Policy Statement 41 (the "Old Policy")1 dealing with communications with shareholders and other securityholders.
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Securities Law Update: Amendments to the Securities Act (Ontario) and Amended Disclosure Rules on Corporate Governance
On December 14, 1999, proposed amendments to the Securities Act (Ontario), the Commodity Futures Act and the Toronto Stock Exchange Act received royal assent and came into effect.
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Media Highlights
Ogilvy Renault Wins Canadian Gold Award for M&A and Corporate Finance
The International Legal Alliance has named Ogilvy Renault its Canadian Gold Award winner for 2008 in M&A and Corporate Finance. The award recognizes the best global performers in the legal profession.
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Canadian M&A in 2008: The After Party
Rick Sutin wrote about the M&A landscape amidst a slow American economy and a high Canadian dollar. The article appears in the 2008 Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in Canada.
More
Raising Capital on the TSX and AIM - Canadian and UK Experts Look at the Facts
Most Canadian companies have historically listed on domestic exchanges. But recently, there has been a trend of smaller, growing companies listing on the Alternative Investment Market (AIM) of the London Stock Exchange (LSE)...
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Terence Dobbin Featured in Financier Worldwide
Terence S. Dobbin, a partner in Ogilvy Renault's Business Law practice, was invited to write a guest column in November's UK-based Financier Worldwide magazine.
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Ogilvy Renault Acting for Alcan in US$38.1B Deal with Rio Tinto
When it comes to Canada's biggest deals, Ogilvy Renault LLP is there. Our firm is representing Alcan on the US$38.1 billion offer of acquisition by Rio Tinto.
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Symmetry Holdings to acquire Novamerican Steel for US$582.2 million
Symmetry Holdings Inc. and Novamerican Steel Inc. announced that they have entered into a definitive agreement whereby Symmetry will acquire all of the issued and outstanding shares of Novamerican for US$585.2 million, or $56 per share, in cash.
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Ogilvy Renault LLP Represents Montréal Exchange in its Original Stock Exchange Listing
Today, the common shares of Montréal Exchange (MX), Canada's financial derivatives exchange, began trading on the Toronto Stock Exchange under the symbol MXX.
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Ogilvy Renault Represents Four Seasons Founder
The Four Seasons Hotel announced on November 6, 2006, that it had received a proposal to pursue a transaction through which it would be taken private.
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Ogilvy Renault Appoints Renaud Coulombe As Montréal Chair of Business Law Group
Ogilvy Renault LLP is pleased to announce that Renaud Coulombe has been appointed as Chair of the Business Law Group in the Montréal office.
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Ogilvy Renault Announces New Executive Appointments
Jacques Demers and Jim Riley to Lead Toronto Office.
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Contacts

Michael J. Lang
416.216.3939
mlang@ogilvyrenault.com
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Francis R. Legault
514.847.4495
flegault@ogilvyrenault.com
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