I'm a Corporate Lawyer.

I have extensive experience in creating and managing corporate structures across Canada and the United States. Working with internal and external tax advisors, and using a balanced approach to managing risk and administrative efficiency, I have created both simple and complex corporate legal structures across Canada and in the United States. I am experienced with corporations, general and limited partnerships, and limited liability companies (LLCs).

Representative Experience

For a large organization, I created a risk assessment approach to subsidiary management across Canada and the United States. The problem we needed to solve was protecting the wider company from the risks that individual projects present, while not letting the number of subsidiaries balloon to an unreasonable number.

Rather than placing all new projects in a standalone entity as had been done in the past and led to hundreds of entities in the corporate structure, in collaboration with senior management I created a set of risk criteria to guide when a project would get its own entity. If the project fell within the high risk criteria, it was housed in a standalone corporation, partnership, or LLC, as appropriate. If not and the project was lower risk, it was housed in a regional holding company and its risk pooled with several other low risk projects. This led to a significant reduction in the administrative burden of managing hundreds of entities, insurance cost savings, and no shortage of brainpower saved, all the while still protecting the organization from legal risk.

I have managed all the legal aspects of simple and complex mergers and acquisitions, including several cross border transactions involving Canadian and United States companies - from drafting a letter of intent, to negotiating and executing a share purchase agreement or asset purchase agreement, to structuring the deal to meet financial and tax planning needs.

I am also widely experienced in all the obstacles that need to be overcome to get the deal across the goal line, like getting the consents needed from lenders, assigning major contracts, and navigating employee matters.

Representative Experience

• Asset purchase by a Canadian headquartered developer of a strategic US mixed-use developer to expand existing operations into new markets and real estate development segments.

• Acquisition of an Alberta luxury home builder by the Calgary division of a large national developer.

• Acquisition by a Canadian based developer of a Texas home builder.

• Closing a complex brownfield acquisition on former industrial lands by the US division of a large Canadian developer.

To grow in strategic ways, businesses often need to partner on projects. There are many considerations that will come up, such as deal structure (e.g. creating a formal partnership entity or a contractual joint venture), guarantees of the joint venture debt by the partners, and the voting dynamics for the parties coming into the picture, just to name a few. My experience includes advising clients on all these topics, participating in negotiations, and drafting the documents to create the joint venture.

Representative Experience

Strategic joint venture between an Alberta based developer and one of the largest US pension funds to develop Canadian assets.

I have worked with tech companies in a variety of industries to complete their seed financing rounds, including through equity subscriptions, convertible notes, and SAFEs.

Fewer things are more of an internal headache for business people than completing due diligence. But, with the right process in place, diligence work can be done efficiently. My experience includes assisting clients directly with creating due diligence request lists, communicating document collection needs within an organization, creating online data rooms to share files and information, conducting document reviews, asking and responding to follow up requests, and negotiating key conditions in the final deal based on the due diligence review.

Representative Experience

• Writing a memo for internal distribution in a large, multinational organization to outline what documents needed to be collected and shared for an acquisition transaction. The due diligence review was comprehensive, including environmental, financial, governance, employment, and asset-level reviews.

• Setting up and managing an ongoing due diligence online data room.

• Reviewing and responding to due diligence documents.

I have assisted large organizations, particularly in an in-house role, in preparing for and executing high yield note offerings in both Canada and the United States. My experience includes coordinating all aspects of due diligence, advising on deal structure, limiting the scope of subsidiary guarantees, and negotiating the key conditions and agreements in the note indentures in a way that still allows flexibility for the organization’s operations. It is a delicate dance to manage all those competing interests, but it is critical to strike the right balance.

Representative Experience

• Private placement of a US$600 million senior unsecured high yield notes offering.

• Private placement of US$500 million senior unsecured high yield notes offering in a dual Canadian/US issuer transaction.

Negotiating a Credit Facility for your organization that gives you the borrowing flexibility you need on terms and conditions that won’t handcuff your operations is a complicated task that keeps many CFOs preoccupied.

You need to manage subsidiary guarantees, restricted covenants that prevent you from leveraging or making payments to others, reporting obligations, and many other promises. You also need to ensure your letter of credit and other sub-facilities match the way you do business.

You need a lawyer that understands how the legal agreement impacts the business outcomes. My experience includes working side by side with in-house senior management and finance professionals and outside advisors - banks, transaction lawyers, auditors, and accountants - to strike the right balance in bank lending agreements.

Representative Experience

• $675 million dual Canadian dollar / US dollar, North American credit facility.

Having understandable, workable internal policies is a major task. Legal and compliance teams consistently struggle with adopting policies that work for all the many business groups within an organization. Codes of Conduct, Information Systems Acceptable Use Policies, and Privacy Policies are just some of the internal policies that organizations need to create and manage.

My experience includes leading the internal policies committee of large organizations to create and manage policies collaboratively with management and business operations groups.

Representative Experience

• Drafting a comprehensive, yet plain language, Code of Conduct and related policies (including Anti-Bribery and Corruption procedures, as an example) for large organizations.