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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.  More

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.  More

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.  More

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.  More

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.  More

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.  More

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.  More

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.  More

UBS AG Completes CHF15.97 Billion Global Rights Offering

Provided the Canadian representation for UBS's CHF15.97 billion global rights offering.  More

Québec Issues $1 Billion in Global Notes Series QG

Represented the underwriters in Quebec's issuance of US$1 Billion in Global Notes.  More

RBC Issues AUD 100M of 8.5 % Deposit Notes

Represented RBC in its issuance of AUD 100M of Deposit Notes.  More

RBC Completes Issue of €3 Billion of 5.75 % Deposit Notes

Counsel to RBC in its issuance of €3 Billion of Deposit Notes.  More

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.  More

RBC Issues Samurai Bonds

Acted as Canadian Counsel to RBC in its issuance, in Japan, of Yen Bonds.  More

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.  More

BMO Issues €500M Floating Rate Deposit Notes

Represented the dealers in BMO's issuance of €500,000,000 Floating Rate Deposit Notes.  More

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.  More

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.  More

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.  More

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.  More

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.  More

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.  More

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.  More

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.  More

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.  More

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.  More

Quebec Completes Issue of €1.25B Euro Medium Term Notes

Represented the dealers in regards to Quebec's issuance of Euro medium term notes.  More

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.  More

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.  More

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.  More

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.  More

Tembec Completes Recapitalization

Represented BMO, the financial advisor to Trembec's recapitalization.  More

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.  More

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.  More

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.  More

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.  More

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.  More

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.  More

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.  More

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.  More

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  More

Æterna Zentaris Offers Subordinate Voting Shares of Atrium Biotechnologies Inc.

Acted for the Quebec City-based biopharmaceutical company in its $55 million secondary offering  More

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.  More

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

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.  More

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.  More

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.  More

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.  More

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).  More

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)...  More

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.  More

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.  More

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).  More

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").  More

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).  More

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...  More

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").  More

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.  More

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  More

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.  More

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.  More

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...  More

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.  More

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...  More

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...  More

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.  More

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.  More

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 .  More

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.  More

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.  More

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.  More

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.  More

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.  More

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...  More

2003 Annual Review

Highlights of some of our top cases in Securities, Mergers & Acquisitions, and Litigation.  More

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.  More

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.  More

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...  More

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.  More

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.  More

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.  More

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...  More

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.  More

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").  More

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.  More

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.  More

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.  More

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)...  More

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.  More

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.  More

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.  More

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.  More

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.  More

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.  More

Ogilvy Renault Announces New Executive Appointments

Jacques Demers and Jim Riley to Lead Toronto Office.  More