Our Securities and Capital Markets Group

Our Securities and Capital Markets Group includes over 100 lawyers practicing in all facets of securities law.  The following focuses on three broad areas of BLG's securities practice:  Corporate Finance, Mergers and Acquisitions, and Corporate Governance.  The Securities and Capital Markets Group also includes our Investment Management Group, one of Canada's largest practices in that area.  The Investment Management Group has its own web-page with further information.

Corporate Finance

Our Corporate Finance Group includes some of the most experienced corporate finance and securities practitioners in Canada.  Our practice is primarily transactional in nature.  We are regularly involved in both private and public financings and are active in representing issuers such as major corporations, entrepreneurial companies, partnerships, funds, and income and business trusts, as well as underwriters, selling security holders and various types of investors in a wide variety of domestic and cross-border financings.

Our Services in Corporate Finance

We advise on a broad range of corporate finance matters, including initial and secondary public offerings of equity, debt, preferred and capital securities, trust units, and other instruments.  In providing advice and services to capital markets participants, we are disciplined, creative and flexible and develop innovative solutions to assist in achieving our clients' business objectives.  We offer our capital markets clients experienced, cost-effective and collegial teams of lawyers and professionals which also include, as necessary, other BLG practitioners, such as our tax, banking and structured finance and regulatory colleagues.  We are actively involved in creating and developing sophisticated financial instruments and financing techniques and structures.

Our Experience in Corporate Finance

Representative Transactions

  • The following representative list of transactions is designed to give a picture of BLG's wide scope of practice in corporate finance:
    • Including the IPO, over $20 billion in offerings of mortgage backed securities by Canada Housing Trust No. 1.
    • $6.7 billion conversion of Precision Drilling Corporation to an income trust.
    • $400 million of trust units issued by Oil Sands Sector Fund.
    • $740 million IPO of trust units by Acuity Focused Total Return Trust.
    • $282 million IPO of common shares by Centerra Gold Corporation.
    • $222 million IPO of income participating securities (share and notes) by Medical Facilities Corporation.
    • $141 million IPO of common shares by Miranda Technologies Inc.
    • $300 million debenture offering by Cameco Corporation.
    • $253 million IPO of trust units by Chartwell Seniors Housing REIT.
    • $415 million IPO of trust units by UE Waterheater Income Fund and related offering of $400 million of senior secured notes by UE Waterheater Operating Trust.
    • $200 million of trust securities by HSBC Canada Asset Trust and HSBC Bank Canada.
    • $1.5 billion medium term note program for Loblaw Companies Limited.
    • $323 million IPO of trust units by Sentry Select MBS Adjustable Rate Income Fund.
    • $250 million offering of common shares by Agnico-Eagle Mines Limited.

Regulatory Matters

Borden Ladner Gervais also acts as counsel to the Investment Dealers Association of Canada, a national self-regulatory organization for the securities industry in Canada and the Mutual Fund Dealers Association, a national self-regulatory organization for the mutual fund industry in Canada.  The firm has acted for the Canadian Investor Protection Fund, which protects investors in the event of the insolvency of a securities dealer, and The Canadian Securities Institute, which is the national education body of the securities industry.  The firm has also acted for The Canadian Depository for Securities Limited ("CDS") since it was first organized.  CDS provides the principal securities depository and settlement system for the Canadian financial community.

BLG is regularly involved with issues of market policy and regulation and conduct of securities dealers and permitted activities of participants in the securities industry.

Mergers and Acquisitions

BLG's entire Mergers and Acquisitions Group consists of over 130 lawyers who practice in this area, including securities law, competition, tax and other specialists, and members of our Corporate Commercial Group who deal with private M&A.  Members of our Securities and Capital Markets Group focus on public M&A including take-over bids, amalgamations and mergers, plans of arrangement, reorganizations including income trust reorganizations, and spin-offs and sales.  We represent all types of "players" in such transactions, including buyers, sellers, targets, investment bankers, boards of directors, special committees, commercial banks providing acquisition financing, merchant banks, institutional investors, buyout funds and arbitrageurs.  Borden Ladner Gervais' mergers and acquisitions practitioners offer clients experience and expertise coupled with an unwavering commitment to achieve client objectives on a timely and efficient basis.

Our Services in Mergers and Acquisitions

We advise on negotiated and unsolicited mergers and acquisitions transactions effected by way of asset purchases and sales, take-over bids, arrangements, amalgamations, asset or securities distributions or divestitures, spin-offs or otherwise.  Our mergers and acquisitions practitioners can draw on available business, corporate and securities law experience and expertise as well as other resources of the firm in areas such as antitrust and competition, employment and labour, IP and IT, environmental, litigation, pensions and benefits,  and tax to form a team dedicated to servicing our clients' M&A needs.

Our Experience in Mergers and Acquisitions

Representative Transactions

  • Among the representative Mergers and Acquisitions transactions in which Borden Ladner Gervais has been involved are the following:
    • Acting for Precision Drilling Corporation in the sale of its energy services and international drilling divisions to Weatherford International Ltd. for $2.3 billion.
    • Acting for Golden Gate Capital and its US$1 billion acquisition of Geac Computer Corporation Limited by way of plan of arrangement.
    • Acting for ID Biomedical Corporation in respect of its acquisition by GlaxoSmithKline PLC for approximately $1.7 billion.
    • Counsel to special committee of Creo Inc. in connection with the US$988 million acquisition of Creo by Eastman Kodak Company.
    • Acting for Weyerhauser Company Limited in the sale of its  B.C. coastal business to Brascan Corporation for $1.2 billion.
    • Acting for Producers Oilfield Services in its acquisition by Mullen Group Income Fund by way of $2 billion plan of arrangement.
    • Acting for Cominco Ltd. in connection with its $1.1 billion combination with Teck Corporation.
    • Acting for Husky Energy in connection with its $3.1 billion merger with Renaissance Energy.
    • Acting for Ontario Teachers Pension Plan Board in connection with its $2.3 billion acquisition of Cadillac Fairview Corporation.

Corporate Governance

Our Corporate Governance practice involves both advisory and transactional assignments.  We provide advice to private, public and not-for-profit clients generally and, in particular, to boards of directors and trustees, committees of boards, management, shareholders and other stakeholders of public issuers.

Our Services in Corporate Governance

We bring to bear extensive experience together with "leading edge" knowledge of current developments in the corporate governance area, both in the Canadian and international contexts.  We are regularly involved in assisting clients with corporate governance issues relating to board and committee mandates and processes, governance policies, investigations, reviews and reports, director and officer liability issues, conflict of interest matters, and going private and related party transactions.  As well, our corporate governance advisory practice assists clients in identifying potential issues and arriving at appropriate arrangements to address concerns which arise.

Our Experience in Corporate Governance

Representative Transactions

  • Representative corporate governance transactions in which Borden Ladner Gervais has been involved include the following:
    • Acting on behalf of special committees of boards of directors of public companies in the context of an insider bid.
    • Acting on behalf of special committees of boards of directors of public companies in the context of a going private transaction.
    • Acting on behalf of special committees of boards of directors of public companies in the context of a related party transaction.
    • Acting on behalf of corporate governance committees of boards in connection with board process, governance policy development including the preparation of codes of ethics, committee and board mandates, and disclosure policies, and investigative and conflict of interest matters.
    • Acting as special counsel in providing advice regarding potential corporate governance issues involving management, directors or significant shareholders.

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