Leila Rafi practises capital markets and securities law with a focus on investment funds and asset management. She advises on a broad range of corporate and securities law matters, and has a transactional practice. Leila is recognized by Best Lawyers in Canada (2021) as a leading lawyer in the area of corporate law.

With considerable experience advising privately offered funds (both domestic and offshore), Leila assists managers with respect to their regulatory obligations and ongoing compliance issues. She also acts frequently for Canadian and foreign investment dealers, drawing on her considerable expertise advising on investment product initial public offerings.

Working with corporations on a variety of matters, Leila provides counsel on establishment, corporate reorganizations, financings and merger and acquisition transactions. Between 2012 and 2016, as external counsel, she co-led the modernization project at Ontario Lottery and Gaming Corporation, gaining extensive insight into the gaming industry.

Currently, Leila is an adjunct professor for an introductory securities law course at the Queen’s University law school. In the past, for approximately five years, Leila served as an adjunct professor for the advanced business law course offered by the University of Windsor law school and the January term securities law course offered by the University of Western Ontario law school.

In 2019, Leila was selected to join the Securities Advisory Committee, which provides advice to the Ontario Securities Commission on legislative and policy initiatives and capital market trends, and is a three-to-four-year term appointment.

Representative Matters

  • Lead counsel on Canadian Bank’s linked-note offering for the independent dealers
  • creating and advising an Ontario company focused on psychedelics;
  • Advising various registrants with respect to their compliance obligations (including exempt market dealers, investment fund managers and portfolio advisers);
  • Advising various companies globally on preparing stock option plans and compliance with Canadian securities laws (including preparing and obtaining exemptive relief orders)
  • Co-led long-term complex modernization project of Ontario Lottery and Gaming Corporation from 2012-2016;
  • Acted for CIBC World Markets and a syndicate of dealers in respect of all Middlefield offerings from 2008-2016;
  • Acted for foreign dealer Jefferies LLC on all cross-border private placements in Canada from 2010-2016;
  • Acted for National Bank Financial Inc. and a syndicate of dealers in respect of Marquest flow-through limited partnership offerings from 2013-2016;
  • Acted as Canadian counsel to Bambora Group in its acquisition of Beanstream Internet Commerce form Digital River for U.S. $90 million in 2015;
  • Acted for Caldwell Securities Ltd. in creation of complex royalty vehicle to provide initial start-up costs with respect to investment funds in 2015;
  • Acted for the vendor is $33 million sale of Degrassi (Epitome group of companies) to a Canadian reporting issuer in 2014;
  • Created internal policies for a pension fund to deal with private placements (including resale rules) and investment restrictions in 2014;
  • Acted for Sun Life Financial in offering of $250 million principal amount of Series 2014-I Subordinated Unsecured 2.77% fixed/floating debentures due 2024 in 2014;
  • Acted for National Bank Financial Inc. and a syndicate of dealers in respect of Front Street flow-through limited partnership offerings from 2009-2012;
  • Acted for RBC Dominion Securities Inc. and a syndicate of dealers in respect of Discovery flow-through limited partnership offerings from 2009-2012;
  • Completed a $33 million restructuring of a paper mill in Nova Scotia in late 2012;
  • Completed sale by The Bank of Nova Scotia to Element Financial Corporation of private fleet leasing business for $146 million in 2012;
  • Completed a statutory plan of arrangement involving a US public company and a Canadian public company whereby the US public company indirectly acquired all the common shares of the Canadian public company for $292.5 million;
  • Acted for agents in connection with a short-form prospectus offering by First Quantum Minerals Ltd for $300 million;
  • Acted for Canadian Tire Bank in its sale of certain assets to National Bank of Canada for approximately $162 million; and
  • Completed a number of large internal reorganizations of private Canadian subsidiaries of a US public company that specializes in science and technology.

Speaking Engagements

Fund Managers – What You Need to Know to Raise Money in the US and Canada Webinar, McMillan LLP

July 16, 2020

Teaching Engagements

  • Introductory Securities Law at Queen’s University Faculty of Law (Winter Term 2021)


Media Mentions

Rankings & Recognitions

  • Recognized by the Best Lawyers in Canada (2021) as a leading lawyer in the area of Corporate Law
  • Recognized by Best Lawyers in Canada (2020) as a leading lawyer in the area of Corporate Law
  • Recognized in the 2019 Canadian Legal Lexpert Directory as a Leading Lawyer to Watch in the area of Corporate Finance & Securities
  • Lexpert’s Rising Stars: Leading Lawyers under 40 (2018)

Community Involvement

  • Honoury Chair for Princess Margaret – Walk to Conquer Cancer 2021
  • Acting as mentor for two female students as part the University of Toronto, Toronto Women’s Association program.

Directorships & Affiliations

  • Member, Securities Advisory Committee, OSC – 2019-2022
  • Law Society of Ontario
  • Canadian Bar Association
  • Ontario Bar Association
  • WLAO Women’s Law Association of Ontario
  • Condo Corp 1430, Director

Education & Admissions

Called to the Ontario bar
JDUniversity of Western Ontario
BA (with First Class Standing)University of British Columbia

Insights by Leila Rafi (31 Posts)

Client Focused Reforms – Upcoming Deadline for Registrants to Comply with the Conflict of Interest Amendments

Mar 31, 2021

The June 30, 2021 deadline for registered firms and their representatives to comply with the new CFRs relating to conflicts of interest is fast approaching.

Beware of a Potential New Duty of Care for Investment Fund Managers – Six Takeaways from Wright v. Horizons

Sep 23, 2020

Review of Wright v. Horizons and potential future implications on IFAM industry.

Exemption for Four Patients Opens Door Further for Therapeutic Use of Psilocybin

Aug 19, 2020

A legal update on psychedelics: four Canadians with late stage cancer receive approval to use psilocybin to treat
their end-of-life distress.

Fund Managers – What You Need to Know to Raise Money in the US and Canada

Jul 16, 2020

Thinking about raising institutional capital to expand your reach in North America? There are a variety of considerations that impact how you do business in Canada and the United States.

Psychedelics and Canada’s Regulatory Landscape

Jul 10, 2020

A primer on the emerging psychedelics industry and how it fits into Canada's legal framework.

Fireside Discussion with Grant Vingoe, OSC Acting Chair

Jun 23, 2020

This discussion will highlight key priorities of the OSC, including an update on burden reduction work underway. Remarks will also focus on the OSC’s response to COVID19 and provide a regulatory roadmap for navigating contested transactions.

Update – Securities Regulators Publish Reforms to Enhance Client-Registrant Relationship

Apr 30, 2020

Updated April 30, 2020 On October 3, 2019, the Canadian Securities Administrators

Short Selling in Canada: Regulations are Weak and a New Path Forward is Needed to Reduce Systemic Risk

Nov 11, 2019

This bulletin summarizes our concerns and conclusions with respect to the Canadian short selling regulatory regime.

No Longer “Beasts of Burden” OSC Reduces Regulatory Load for Registrants on Two Fronts

Jul 22, 2019

The Ontario Securities Commission (“OSC”) recently announced two important changes to certain regulatory requirements

Canadian Investment Managers: Doing Business in the U.S.

Jun 5, 2019

Thinking about raising institutional capital to expanding your reach to the United States? There are a variety of considerations that will impact how you do business south of the border so we invite you to join us as we provide an overview of U.S. regulation.

OSC Waives Fees for Late OBA Disclosures as Part of Burden Reduction Project

May 21, 2019

On May 15, 2019, the Ontario Securities Commission (“OSC”) announced that registrants will no longer have to pay late fees associated with the disclosure of outside business activities (“OBAs”) past the required deadline.

A Million Reasons – NextBlock OSC Settlement Agreement Highlights Risks of Using Marketing Presentations to Solicit Investments

May 21, 2019

A recent Ontario Securities Commission (“OSC”) settlement agreement with NextBlock Global Limited (“NextBlock”) and Alex Tapscott (“Tapscott”) highlights the risk associated with issuers providing investor presentation slide decks or other marketing documents to prospective investors.

Dawn of a New Age for Canadian Capital Markets Information

May 14, 2019

On May 2, 2019, the Canadian Securities Administrators (the “CSA”) set out next steps for a new, integrated national information and filing system (the “Renewed System”).

Cooperating to Create a National Securities Regulator in Canada

Nov 14, 2018

On November 9, 2018, Supreme Court of Canada upheld legislation that supports the creation of a national securities regulator under a cooperative system.

Liquid Alternatives Now a Reality Alternative Mutual Funds Regime Scheduled to Come Into Force January 3, 2019

Oct 5, 2018

The Canadian Securities Administrators have published the much anticipated final version of amendments introducing a "liquid alternatives" regulatory regime

“Acting Jointly or in Concert” – Lack of Clarification and Guidance has Created Unnecessary Legal Wrangling, Particularly in Contested Transactions; A New Path Forward is Needed

Sep 24, 2018

As a finding of "joint actor" or "acting jointly or in concert" can result in significant obligations, we have published a paper that seeks to provide clarity

Adding value in the information age The most successful lawyers are those who know how to engage other professional advisors

Sep 21, 2018

The most successful lawyers are those who know how to engage other professional advisors.

CSA Releases Client-Focused Reforms to NI 31-103 in Response to Client-Registrant Relationship Concerns

Jul 18, 2018

June 21, 2018, the CSA released reforms to better align the interests of securities advisors, dealers, and representatives with the interests of their clients.

Amending the Canada Business Corporations Act– Bill C-25 Receives Royal Assent

May 9, 2018

Amendments will amend requirements regarding the election of directors, make mandatory certain diversity disclosure and impact shareholder communications for federally-regulated public companies

Making “The Golden Years” Truly Golden – OSC Seniors Strategy Establishes Guideposts for Registrants to Tailor Services to Older Clientele

May 7, 2018

Ontario Securities Commission (the "OSC") published OSC Staff Notice 11-779 Seniors Strategy and brings attention to the unique challenges relating to the financial lives of Ontario seniors (65+)

Securities Regulators Looking for Market Commentary on Soliciting Dealer Agreements

Apr 18, 2018

April 12 2018 Canadian Securities Administrators publish CSA Staff Notice 61-303 and Request for Comment Soliciting Dealer Arrangements to deepen understanding of use of soliciting dealer arrangements

No Longer a “Land of Confusion” – OSC Rule 72-503 and Upcoming Amendments Regarding Distributions Outside Canadian Borders Help Lift the Fog

Apr 18, 2018

Prospectus exemptions introduced by Rule 72-503 as well as exemptions for the resale of securities outside of Canada scheduled to come into force on June 12, 2018

In Aurora, Securities Regulators Affirm the New Take-over Bid Regime and Signal that Exemptive Relief under the New Regime will Prove to be Difficult and that Tactical Shareholder Rights Plans may be Extinct

Mar 20, 2018

The OSC and the FCAAS released their reasons for the orders granted concerning the hostile take-over bid by Aurora Cannabis Inc. for CanniMed Therapeutics Inc.

McMillan Client Alert – The CSA Release A New and Improved Suppression of Terrorism Report

Mar 16, 2018

The Canadian Securities Administrators have published CSA Staff Notice 31-352 Monthly Suppression of Terrorism and Canadian Sanctions Reporting Obligations.

Observations from the Eco Oro Proxy Contest

Feb 10, 2018

Today marks the first anniversary of the start of what was likely the most acrimonious proxy fight in Canada in 2017.

Taking CASL by Storm: Compliance Tips for Investment Fund Managers

Jun 15, 2017

Taking CASL by Storm: Compliance Tips for Investment Fund Managers

Regulators Rethink “Best Interest” Standard for Registrants

May 30, 2017

Regulators Rethink "Best Interest" Standard for Registrants

Bullet Proofing Your Board

May 10, 2017

Please join us for a discussion with McMillan D & O liability experts Markus Koehnen and Leila Rafi. Drawing on practical examples from real contracts and cases, they will discuss how, why and when Boards get into trouble and give you techniques to keep Boards out of trouble.

Interoil/Exxon Plan of Arrangement: Third Time’s A Charm

Mar 24, 2017

Interoil/Exxon Plan of Arrangement: Third Time's A Charm