Michael has a general corporate/commercial law practice with particular emphasis upon securities law, corporate finance, mergers and acquisitions (“M&A”) and mining and oil and gas law.
His experience includes advising on finance, M&A and joint venture transactions, including multi-jurisdictional transactions involving the United States, the United Kingdom, South Africa, China and India. He has developed particular expertise advising mining and oil and gas issuers on such transactions.
Michael acts for issuers listed on the Toronto Stock Exchange and the TSX Venture Exchange. He also acts for agents and underwriters with respect to initial public offerings and public and private debt and equity offerings.
Michael has been lead counsel for numerous public and private offerings of debt, equity and hybrid securities by corporations, limited partnerships and other special purpose entities, including cross-border financings. He has also been lead counsel with respect to private and public M&A transactions, including the establishment of joint ventures, asset/share purchase and sale transactions, reverse takeovers, takeover bids, plans of arrangement and other corporate reorganizations.
On a daily basis Michael advises clients with respect to Toronto Stock Exchange, TSX Venture Exchange and securities commission regulatory matters and all aspects of continuous disclosure obligations. He has also assisted clients to develop, implement and assess corporate governance policies.
Michael also routinely acts as the legal coordinator for his clients with respect to their international activities and has significant experience dealing with domestic and international legal issues and international counsel.
Professional Experience includes:
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Public offerings by long form prospectus, short form prospectus and post-receipt pricing (PREP) prospectus.
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Private placements for public and private companies.
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Debt financing - convertible, non-convertible and equity line of credit.
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Regulation D, Rule 144A and offering memorandum offerings in the United States by Canadian issuers.
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International private placements by Canadian issuers.
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Financing, acquisition and exit strategy structuring for private equity funds.
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Exploration, mining and processing facility finance/construction transactions including joint ventures, options and royalties.
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Dual listing on domestic and foreign stock exchanges and graduation from the TSX Venture Exchange to the Toronto Stock Exchange.
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Restructuring and reorganizing transactions including asset/share acquisitions, plans of arrangement, mergers, reverse takeovers and other reorganizations.
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Representing agents/underwriters on public and private financings.
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Creation of capital pool companies and completion of qualifying transactions.
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Structuring, creation and financing of private mutual fund trusts.
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Continuous disclosure including NI 43-101 - Standards of Mining Disclosure, NI 51-101 - Standards of Disclosure for Oil and Gas Activities and NI 51-102 - Continuous Disclosure Obligations.
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Advising clients on corporate governance issues.
Representative Transactions include:
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Lead counsel representing a Saskatchewan based publicly listed corporation in two bought-deal private placements totaling $42.5 million.
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Lead counsel to a private Alberta based oilfield services company completing a $60 million capital expansion project.
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Lead Canadian counsel representing a publicly listed mining corporation in two secured bridge loan facilities totaling $3.7 million with collateral in South Africa, the United Kingdom and the United States.
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Lead counsel representing a publicly listed mining company in a $2.5 million public offering of special warrants.
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Lead counsel representing a Saskatchewan based rare earth exploration and processing company in two public financings totaling $41 million.
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Lead counsel representing a publicly listed oil and gas company in the leveraged acquisition of United States oil and gas assets totaling US$25 million.
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Lead Canadian counsel representing a publicly listed company offering $100 million of convertible debentures in a United States-based Rule 144A financing.
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Lead counsel representing a publicly listed corporation acquired in a reverse take over and including a three-way asset spin out completed by plan of arrangement.
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Lead Canadian counsel representing a publicly listed company acquiring specialized metal and alloy production facilities in the United Kingdom.
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Lead Canadian counsel representing a publicly listed company acquiring a formerly producing mine in South Africa.
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Lead counsel representing a Canadian portfolio management corporation in a secured debt financing of a Chinese company with collateral in Canada and Hong Kong.
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Lead counsel representing an Alberta oil and gas corporation acquired in a $47 million take over bid.
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Member of the counsel team representing a financial services provider on the Canadian aspects of a US$17.9 billion prospectus offering conducted concurrently in the United States and Canada.
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Member of the counsel team representing an Alberta based publicly listed oil and gas corporation in a $108 million bought-deal public financing.
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Member of the counsel team representing an Alberta based publicly listed oil and gas corporation in a $89 million acquisition of heavy oil assets from a major Canadian based oil and gas corporation and the related $52 million subscription receipt offering.
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Member of the counsel team representing a U.S. based private equity fund in multiple acquisitions of corporations in the oilfield services sector totaling over $200 million.
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Member of the counsel team representing an Alberta oil and gas corporation acquired by an Alberta oil and gas corporation in a $1.2 billion plan of arrangement acquisition.
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Member of the counsel team representing one of several Alberta oil and gas corporations acquired by an Alberta oil and gas trust in a $110 million plan of arrangement acquisition.
