Capital Markets & Securities

As a top capital markets law firm, McMillan works with clients in Canada, the United States and internationally to navigate today’s capital markets challenges. McMillan’s breadth of experience in securities and corporate law allows us to advise businesses ranging from Fortune 500 to fast-growing small and medium-sized enterprises to first movers in emerging markets.

McMillan’s capital markets lawyers can successfully assist clients with respect to any transactions that impact the capital markets for any size of deal, regardless of the complexities from a regulatory or legal perspective. We have ample experience negotiating with all levels of lenders, issuers, institutional shareholders and investment banks, and have fostered relationships with regulatory bodies and exchanges, allowing us to deliver unmatched value to our capital markets clients.

CORPORATE FINANCE

Our corporate finance experience gives our lawyers some of the legal profession’s foremost capabilities in transactional, regulatory requirements, including filing and clearance of offering documents with all of Canada’s provincial securities regulators, as well as the U.S. Securities and Exchange Commission.  Our experience covers all aspects of financings, including prospectus financings, private placements and PIPES.

The corporate finance environment is complicated by the array of market participants—from issuers to institutional investors, to underwriters — and the laws and regulations surrounding capital markets transactions get more complex by the day. McMillan’s corporate finance lawyers employ their in-depth knowledge of the laws that govern capital markets to help clients successfully navigate this domain.

IPOs & ALTERNATIVE IPOs

The path to an initial public offering (IPO) is long and extremely complex. Increasing the complexity of the endeavour is the need for many companies to seek listings on multiple exchanges. Companies can also face complexities in pursuing alternative IPOs, such as a reverse takeover or a transaction with a capital pool company. McMillan’s lawyers specializing in capital markets leverage their knowledge and experience navigating securities law to help clients assess opportunity versus risk when choosing between an IPO or alternative IPO. We are well-versed in the listing requirements and processes of the Toronto Stock Exchange (TSX), the TSX Venture Exchange (TSX-V), the NOE Exchange (NEO), the Canadian Securities Exchange (CSE), as well as key stock exchanges and trading platforms in the United States, Europe, Latin America and Asia.

Our commitment to building bespoke legal teams enables us to help clients throughout the life cycle of the IPO or alternative IPO process, from pre-IPO or pre-alternative IPO preparation to the offering process itself, to follow-on public offerings and ongoing regulatory compliance.

GOING PRIVATE TRANSACTIONS

For some companies, there comes a time when the positives of being publicly traded are outweighed by the expense and effort of compliance and other factors that distract from the company’s purpose. On the other hand, unsolicited transactions (including take-over bids) to take control of, or acquire, a public company are possibly the most complex mergers and acquisitions transactions. Whatever the reason or manner in which a company is involved in a going private transaction, McMillan has the experience to make the transaction a success. Whichever side you find yourself on, being at the center of a going private transaction can be a momentous event. It requires a multi- faceted approach—one that remains true to your long-term strategy, serves the best interests of all your internal and external stakeholders, and complies with complex regulations that differ from one jurisdiction to the next.

We deliver expert counsel to investors, acquirors, executives of publicly traded companies and boards as they navigate this complicated process of going private, all while seeking to minimize risk. We help clients understand what makes these transactions successful and where the pitfalls lie.

PROXY CONTESTS

Since 2008, shareholder activism has become an important aspect of the Canadian capital markets landscape. However, our experience in this area of the law dates back to the 1990s, at a time when it was not well known. Since then, we have been advising both activists and issuers through a group of dedicated experts. We believe that we have a unique combination of experience and expertise, coupled with innovative and practical thought leadership, which work to support the business priorities and objectives of our clients.

McMillan’s lawyers understand the regulatory environment that governs proxy contests. We advise boards, special committees and management on a proactive basis to avoid and prepare for an approach from an activist , and also to combat, defeat or settle a dispute. We advise activist investors on the beginning approach, investing in a public company, effecting change and ancillary considerations including a future sale of the public company. 

STOCK EXCHANGE LISTINGS

Choosing to list a company on a stock exchange is a major decision for any organization. Canadian stock exchange listing requirements are lofty, as are American stock exchange listing requirements — both can consume significant financial and human resources. The process of publicly listing an enterprise also differs from jurisdiction to jurisdiction, necessitating the assistance of sound legal counsel who specialize in stock exchange requirements.

McMillan helps Canadian and international companies create an effective strategy and process for listing their organization on stock exchanges while remaining focused on our clients’ business objectives. Our lawyers understand the relative advantages of various stock exchanges and can advise on the optimal listing strategy — including which exchange or exchanges will deliver the best value. When expertly navigated and executed, listing on an exchange can be a significant and positive event in a company’s growth.

PUBLIC DISCLOSURE

The legitimacy of capital markets is reliant to a large extent on regulatory regimes that compel companies to provide full and timely disclosure of material information.

McMillan helps clients participating in Canadian, US and global capital markets understand and comply with evolving securities regulations governing public disclosure, as regulators work continuously to improve disclosure requirements , while simultaneously helping to protect our client’s competitive advantage.

SECURITIES LITIGATION

McMillan’s securities litigation lawyers have been at the forefront of recent changes impacting capital markets participants, working with our clients on their most challenging securities and corporate governance matters, including shareholder disputes, class actions, fiduciary obligations and oppression remedy disputes. We have defended our clients’ commercial interests at all levels of court, including the Supreme Court of Canada and before securities regulators.

As one of Canada’s top securities litigation law firms, McMillan LLP is frequently called upon for preventative counsel and crisis management, as well as to advise boards of directors and senior management on strategies to minimize the risk of litigation in contentious circumstances. When our clients are faced with securities litigation, our lawyers mount a vigorous and complete defence aimed at protecting their best interests and aligning with their strategy.

BONDHOLDER, AD HOC COMMITTEE AND INDENTURE TRUSTEE REPRESENTATIONS

McMillan has extensive restructuring and insolvency experience acting for the holders of debt securities, as well as indenture trustees and ad hoc committees. Restructuring issues demand smart, resolute actions. In these circumstances, corporate and government entities turn to McMillan for our extensive experience acting for the holders of debt securities, as well as bond and debt indenture trustees, and ad hoc committees.

Our lawyers engage with debtor companies, stakeholders and bankruptcy courts to obtain the best result for bond and debt indenture trustees and ad hoc committees, bringing a mix of skills to the table that create the value and incentives that are necessary for parties to come to agreement.

US SECURITIES

While Canada’s stock markets are excellent sources of capital and liquidity, globally-minded Canadian companies often seek to tap into the US capital markets. McMillan is a US securities law leader, enabling Canadian companies to access US capital markets. Our team includes US qualified lawyers who can advise on a complete range of US securities matters, including public and private securities offerings, listings on US national securities exchanges (including the New York Stock Exchange (NYSE), NYSE Amex Equities (NYSE MKT) and NASDAQ) and Securities and Exchange Commission (SEC) regulatory compliance.

McMillan’s lawyers provide our clients with the advantage of working with a firm with a singular culture that promotes excellence, collaboration and cross-practice integration. A one-firm approach, versus working with separate firms in each country, can help to improve timeliness and reduce costs.