Jay A. Lefton

Biography

Jay Lefton practises in the area of corporate and securities law, including public and private financings, mergers, acquisitions and take-over bids, private equity, and strategic alliances, technology transfer and licensing, with an emphasis on technology and life sciences companies. He represents and advises issuers (both publicly and privately owned), special committees, advisors, venture capitalists, institutional investors, private equity funds, research institutions and researchers at various stages in the commercialization of their discoveries.

Mr. Lefton has advised acquirors and target companies and their boards of directors in connection with negotiated transactions and unsolicited takeover bids, many of which were multijurisdictional in nature.

Mr. Lefton is a former member of the Ontario Securities Commission's Securities Advisory Committee, which advises the Commission on various matters, including legislative and policy initiatives.

Year of Call

• Ontario Bar 1983

Law School

• LL.B., University of Toronto, 1981

EDUCATION

• B.Comm.(Hons.), University of Toronto, 1978

Selected Client Work

Clients for whom Mr. Lefton has acted include:

• Genstar Capital, LLC, a US-based private equity firm, in connection with its acquisition of Granite Global Solutions, a leading Canadian provider of risk mitigation services to insurance and corporate clients
• ecobee Inc. in connection with its private placement financing by a group of venture capitalists as well as by the Ontario Emerging Technologies Fund-the first financing completed by OETF

Publications

• "Toronto and Tel Aviv Exchanges Sign MOU: Is Dual-Listing on the Horizon?" Canadian Securities Law News, April 2010.
• Takeover Guides: Canada, Multinational Takeover Bids Task Force (Contributing Editor - Canada), International Bar Association.
• "The Lawyer's Role in Canadian Midmarket Mergers & Acquisitions" (co-author: Martin E. Kovnats), 2005 Lexpert American Lawyer Guide to the Leading 500 Lawyers in Canada.
• "Ontario Leaves Limitation Questions Unanswered," International Financial Law Review, January 2004.
• "Acquisitions of Canadian Corporations Using Plans of Arrangement," International Business Lawyer, December 2003.
• "Use of Voting Support Agreements in Canadian M&A Transactions," Federated Press Corporate Financing Journal, Vol. IX, No. 3, 2003.
• "Use of Exchangeable Shares in the Acquisition of Canadian Corporations," U.S. Bancorp Piper Jaffray M&A Monitor.
• "Exempt Securities Distributions," Canadian Tax Highlights, February 2002.
• "A Guide to the Use of Exchangeable Shares in the Acquisition of Canadian Companies," Tax Notes International, February 2000.
• Takeovers Practice Manual (Contributing Editor - Canada), Practical Law Company.
• "Corporations, Division II" (Contributing Editor), O'Brien's Encyclopedia of Forms, 11th ed., Canada Law Book.
• "Overview of Prospectus-Exempt Financings: A Legal Perspective" (Legal Affairs Contributor), Industry Canada's Strategis Web Site, providing financing information for entrepreneurs.
• "Venture Capital in Canada: Focus on Small and Medium Technology Enterprises" (Contributing Editor), Feasibility Study for Research on Venture Finance for Technology Firms in Argentina, Brazil, Chile and Uruguay, International Development Research Centre.

Speaking Engagements

• "Structuring for Success: Technology Transfer and Commercialization Issues for the Academic Researcher,"   Innovation and Commercialization Seminar Series, University of Toronto Faculty of Medicine, April 2010.
• "Options and Other Equity-Based Incentives for Employees and Other Service Providers: Tax, Corporate and Securities Issues" and "Confidentiality, Non-Competition and Non-Solicitation Agreements: Recent Developments," Annual Continuing Legal Education Conference, Thunder Bay Law Association, Thunder Bay, October 2009.
• "Common Mistakes That Cause Turmoil in Licensing, Financing and M&A Transactions," Structures for Success: Specialized Legal and Finance Strategies, Sault Ste. Marie Innovation Centre Workshop, Sault Ste. Marie, September 2009.
• "Technology Transfer: From Conception to Commercialization," Thunder Bay Regional Research Institute, Thunder Bay, Ontario, November 2008.
• "Alternative Financing Strategies in Canada: SPACs, CPCs and Stock Exchange Listings," Boston, October 2008.
• "M&A Considerations in Acquiring Privately-Held Companies: Market Trends, Key Provisions, Traps and Pitfalls," Annual Continuing Legal Education Conference, Thunder Bay Law Association, Thunder Bay, October 2008.
• "The Pitfalls and Perils of Drafting Contracts", BioPharma CFO Roundtable sponsored by KPMG LLP, April 2006.
• "Fundamentals of Licensing Agreements for the General Practitioner," Annual Continuing Legal Education Conference, Thunder Bay Law Association, Thunder Bay, October 2005.
• "Incorporating Companies, Issuing Shares and Raising Capital in Ontario - Keeping up with the New Rules: an Overview of National Instrument 45-106," Annual Continuing Legal Education Conference, Thunder Bay Law Association, Thunder Bay, October 2005.
• "A Practical Guide to Starting a Business and Raising Capital in Ontario: 75 Tips in 75 Minutes," Northwestern Ontario Technology Centre, Thunder Bay, October 2005.
• "Do's and Don'ts in Global Biotech Fundraising," BIO 2005, Annual International Convention of the Biotechnology Industry Organization, Philadelphia, Pennsylvania, June 2005.
• "Accessing the North American Capital Markets: The Canadian Perspective," 2nd Annual Corporate Counsel Conference, Guangzhou, China, October 2004.
• "Technology Tango: Strategic Alliances and Partnering for Leverage and Growth," The Art and Science of Financing High Techs, The Canadian Institute.
• "Legal considerations in the IPO Process," Going Public: Winning IPO Strategies, Institute for International Research.
• "Anatomy of a Licensing Agreement: Legal and Business Considerations in Drafting License Agreements and Negotiating Financial Provisions," Licensing 202: An Advanced Course in Pharmaceutical and Biopharmaceutical Licensing.
• "Overview of Securities Law Implications of Accessing the Canadian Capital Markets," Bio '98 Conference, New York.
• "Public and Private Financings of Biotech Companies: A Legal Perspective," North American Perspective on The Business of Biotechnology: Financing and Other Important Issues, The Canadian Institute.
• "Strategic Alliances and Innovative Financings in the Bio/Pharm Industry: Motivation, Financial Trends and Techniques," Pharmaceutical Alliances and Partnerships, Institute for International Research.
• "Medical Device Companies: A Non-Regulatory Overview of Doing Business in Canada" (speaker) and "Doing Business in the Canadian Biotech Environment" (Symposium Chair), The BioEast '96 Conference, Washington, DC, 1996.
• "Overview of the Capital Markets and Financing of Biotechnology Companies," Symposium sponsored by the Cuban government, Havana, Cuba.

Rankings and Recognitions

• Lexpert / American Lawyer Guide to the Leading 500 Lawyers for Canada - Most frequently recommended for Corporate Mid-Market 
• The Best Lawyers in Canada, 2010 - Securities
• Canadian Legal Lexpert Directory - Most frequently recommended for Corporate Mid-Market
• Highest Martindale-Hubbell rating

Memberships and Activities

• American Bar Association
  • Business Law Section, Committee on Mergers and Acquisitions and several of its subcommittees and working groups, including the M&A Market Trends Subcommittee, the Acquisitions of Public Companies Subcommittee and the Private Equity M&A Subcommittee
• International Bar Association
• Canadian Bar Association
• Licensing Executives Society (USA & Canada)
• Canadian Healthcare Licensing Association
• The Biotechnology Initiative
• Former member, Adjudication Panel, Premier's Catalyst Awards, sponsored by the Ontario Ministry of Research and Innovation
• Former member, Toronto Academic Health Sciences Council Subcommittee on Intellectual Property and Technology Transfer
• Former Adjunct Faculty Member, Osgoode Hall Law School
• Former Instructor, Rotman School of Management, University of Toronto

Directorships

• Chair, Cell Therapy Advisory Board, Princess Margaret Hospital (Toronto)
• Board of Governors, Mount Sinai Hospital (Toronto)
  • Business Development and Research Commercialization Committee
  • Budget and Finance Committee
  • Building and Property Committee
• Ontario Genomics Institute
• Ontario Neurotrauma Foundation
• ThinkFirst Foundation of Canada
  • National President
• Pathways to Education Canada
• Canadian Friends of Hebrew University
• Former director, University of Toronto Innovations Foundation