Leila Rafi Photo
Leila Rafi Photo
Leila Rafi Photo

Leila Rafi practises capital markets and securities law and has a highly transactional practice. She advises on corporate finance, M&A, corporate governance and regulatory matters frequently. Leila is recognized by Best Lawyers in Canada (2022) as a leading lawyer in the area of corporate law.

Leila has an expertise in investment fund and asset management with considerable experience advising privately offered funds (both domestic and offshore) and domestic and foreign investment dealers. Also, Leila assists managers with respect to their regulatory obligations and ongoing compliance.

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.

From 2019 to 2021, Leila served a three-year term on the Securities Advisory Committee, which provides advice to the Ontario Securities Commission on legislative and policy initiatives and capital market trends.



Representative Matters

  • Creating and advising and investment company and leading the creation and launch of a private equity fund focused on investments in psychedelics;
  • Led a large M&A transaction in the pharmaceutical industry related to COVID-19 developments;
  • 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.

Teaching Engagements

  • Introductory Securities Law at Queen’s University Faculty of Law (Winter Term 2021/2022)

News


Media Mentions


Rankings & Recognitions

  • Named to Canadian Lawyers’ Top 25 Most Influential Lawyers in Canada List, 2022 – Business
  • Recognized by Best Lawyers in Canada (2023) as a leading lawyer in the area of Corporate Law
  • Recognized in the 2022 Canadian Legal Lexpert Directory as a Repeatedly Recommended Lawyer in the areas of Corporate Finance & Securities and Investment Funds & Asset Management
  • Recognized by Best Lawyers in Canada (2022) as a leading lawyer in the area of Corporate Law
  • Recognized in the 2021 Canadian Legal Lexpert Directory as a Repeatedly Recommended Lawyer in the area of Corporate Finance & Securities
  • 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 2021/2022
  • 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

2006
Called to the Ontario bar
2005
JDUniversity of Western Ontario
2001
BA (with First Class Standing)University of British Columbia

Publications

Insights (45 Posts)

Featured Insight

Reporting Issuers Need to be Factual and Balanced, Striving for Accurate and Comprehensive ESG reporting

The CSA cautions issuers against overly promotional "greenwashing" language in continuous disclosure in its biennial report - Staff Notice 51-364.

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Nov 30, 2022
Featured Insight

Government of Alberta to Regulate Health Care Practitioners Administering Psychedelics

Alberta is implementing a new framework for regulating and licensing health care providers in connection with administering psychedelics.

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Nov 9, 2022
Featured Insight

Green or Grey: Regulators Target Greenwashing, Misleading Environmental, Social and Governance (ESG) Claims

An overview of risks and best practices for companies in relation to environmental, social and governance (“ESG”) claims and disclosure.

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Oct 19, 2022
Featured Insight

Listed Issuer Financing Exemption: Canadian Securities Administrators Introduce Amendments to Facilitate Capital Raising with a Focus on Small Reporting Issuers

The Canadian Securities Administrators announced the introduction of a prospectus exemption which will be available to reporting issuers as of November 21, 2022.

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Sep 14, 2022
Featured Insight

The Case Continues: Wright v Horizons and the Draft Capital Markets Act

This bulletin discusses new developments with respect to the Wright v Horizons decision.

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May 30, 2022
Featured Insight

2022 Starts on a High – Updates in the Psychedelics Industry and a Look Back at 2021

Recent amendments to the Special Access Program and a look back to 2021 on developments affecting the psychedelics industry.

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Jan 11, 2022
Featured Insight

Upcoming Deadline for Investment Funds to File Annual Reports of Exempt Distribution

The annual January 30, 2022 deadline for investment funds to file a Report of Exempt Distribution (Form 45-106F1) is right around the corner.

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Dec 20, 2021
Featured Insight

Canada Modifies Belarus Sanctions and Introduces Efficiencies to Report Requirements under Sergei Magnitsky Law

The Canadian government recently introduced modified sanctions against Belarus and efficiencies to report requirements under Sergei Magnitsky Law.

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Aug 23, 2021
Featured Insight

The CSA Comes Full Circle to Protect the Vulnerable

Amended regulations by the CSA for registrants to protect older and vulnerable clients.

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Jul 27, 2021
Featured Insight

Amended Sanctions by the U.S. Regarding Investments in Certain Companies in China

An Executive Order prohibiting U.S. persons from purchasing securities of certain Chinese Military-Industrial Complex companies becomes effective August 2, 2021

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Jul 26, 2021
Featured Insight

Making Sense of Non-GAAP Financial Measures

Capital market developments from the CSA regarding non-GAAP financial information.

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Jun 30, 2021
Featured Insight

The Canadian Capital Market is Psyched: An Update on the Growing Wave in the Psychedelics Industry

This bulletin provides an overview of the regulations surrounding psychedelics in Canada and psychedelics companies in the Canadian capital markets.

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May 12, 2021
Featured Insight

Grabbing Headlines – NEO Introduces New ‘G-Corp’ to Provide Greater Opportunities for Capital Raising

NEO Exchange Inc. announces innovative listing offering to facilitate capital-raising opportunities for earlier stage and high growth companies.

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Apr 19, 2021
Featured Insight

Client Focused Reforms (CFRs): Everything you need to know about the new conflicts of interest requirements (but were afraid to ask)

The June 30, 2021 deadline for registered firms and their representatives to comply with the first phase of the CFRs relating to conflicts of interest is fast approaching. The new conflicts of interest requirements will require registrants to review and, where necessary, implement changes to their existing conflicts of interest policies and procedures.

Details
May 6, 2021 - 2:00 pm to 3:00 pm ET
Featured Insight

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

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.

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Mar 31, 2021
Featured Insight

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

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

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Sep 23, 2020
Featured Insight

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

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

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Aug 19, 2020
Featured Insight

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

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.

Jul 16, 2020
Featured Insight

Psychedelics and Canada’s Regulatory Landscape

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

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Jul 10, 2020
Featured Insight

Fireside Discussion with Grant Vingoe, OSC Acting Chair

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.

Jun 23, 2020
Featured Insight

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

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

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Nov 11, 2019
Featured Insight

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

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

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Jul 22, 2019
Featured Insight

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

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.

Details
June 5, 2019 - 4:00 pm to 6:45 pm
Featured Insight

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

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.

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May 21, 2019
Featured Insight

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

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.

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May 21, 2019
Featured Insight

Dawn of a New Age for Canadian Capital Markets Information

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”).

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May 14, 2019
Featured Insight

Cooperating to Create a National Securities Regulator in Canada

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

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Nov 14, 2018
Featured Insight

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

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

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Oct 5, 2018
Featured Insight

“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

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

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Sep 24, 2018

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

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

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Sep 21, 2018
Featured Insight

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

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

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Jul 18, 2018
Featured Insight

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

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

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May 9, 2018
Featured Insight

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

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+)

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May 7, 2018
Featured Insight

Securities Regulators Looking for Market Commentary on Soliciting Dealer Agreements

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

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Apr 18, 2018
Featured Insight

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

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

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Apr 18, 2018
Featured Insight

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

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.

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Mar 20, 2018
Featured Insight

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

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

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Mar 16, 2018
Featured Insight

Observations from the Eco Oro Proxy Contest

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

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Feb 10, 2018
Featured Insight

Taking CASL by Storm: Compliance Tips for Investment Fund Managers

Taking CASL by Storm: Compliance Tips for Investment Fund Managers

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Jun 15, 2017
Featured Insight

Regulators Rethink “Best Interest” Standard for Registrants

Regulators Rethink "Best Interest" Standard for Registrants

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May 30, 2017
Featured Insight

Bullet Proofing Your Board

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.

Details
May 10, 2017 - 12:00 pm to 1:30
Featured Insight

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

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

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Mar 24, 2017