Gowlings
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SERVICES

CORPORATE FINANCE AND M&A

At Gowlings, we take the time to understand our clients’ businesses and know that cost control, increased predictability and risk avoidance are key to their successes. We provide innovative solutions, offer unparalleled service and deliver exceptional value. We are committed to exceeding expectations and helping our clients achieve their corporate objectives.

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STRATEGIC, CLIENT-FOCUSED APPROACH

Guide to Private Comapny M&AOur Corporate Finance and M&A Group counsels both domestic and international clients in all major industry sectors. We advise publicly traded issuers in connection with raising capital and complying with securities legislation and stock exchange requirements, and counsel both publicly traded and privately held companies on executing their M&A transactions. We also advise investment dealers, buyout funds, venture capitalists and other non-traditional investors on their investments and innovative techniques and products relating to distributions and underwritings across North America and around the world.

Gowlings’ national full-service platform and commitment to client service allow us to customize multidisciplinary client teams, drawing from our industry and practice groups, including natural resources, energy, financial services, government, infrastructure, manufacturing and distribution, life sciences, technology, intellectual property, employment and labour, real estate and environmental, private equity and tax. Our professionals are experienced in working with securities administrators and regulators throughout North America and across the globe.

TECH-SAVVY SOLUTIONS FOR TOMORROW’S MARKET LEADERS

We use customizable technologies to provide enhanced file management for both our legal professionals and clients. Our in-house IT development team regularly tailors extranets and data rooms that allow organizations to check progress and to review and exchange documents 24/7anywhere with a wireless connection.

LEGAL SERVICES

We provide a range of legal services that include and/or relate to:

Corporate Finance

  • Bought deals, marketed public offerings and private placements
  • Stock exchange listings and initial public offerings
  • Cross-border financings and inter-listings with foreign exchanges
  • Capital pool companies (CPCs) and qualifying transactions
  • Investment funds
  • Securitizations
  • Business trusts, partnerships and other income fund structures
  • Tax implications of public and private financings

M&A

  • Negotiation of mergers, amalgamations, plans of arrangement, takeovers and other going private transactions
  • Negotiation of share purchase and sale transactions, including acquisitions and dispositions of control blocks
  • Acquisitions and dispositions of assets and business divisions
  • Establishing joint ventures or limited partnerships for acquisition purposes
  • Buyout transactions, including management buy\outs
  • Auction bid processes
  • Launching and defending against hostile takeover bids
  • Launching and defending against proxy battles
  • Counsel to independent committees and their financial advisers
  • Issuer bids, insider bids, business combinations and related party transactions
  • Corporate governance and directors’ duties in the M&A context
  • Public and private financing of M&A transactions
  • Reverse takeovers
  • Shareholder agreements, executive employment agreements and stock option plans for public and privately acquired companies
  • Escrow agreements in the M&A context
  • Tax advice for mergers and acquisitions, in-bound and out-bound cross-border transactions and reorganizations, amalgamations and sales of businesses
  • Assisting clients with Competition Act approvals processes
  • Assisting foreign acquirors, including state-owned entities, with the Investment Canada Act approvals processes

Other

  • Counsel to publicly traded issuers, including their boards and special committees as well as mutual funds and investment dealers
  • Advice on regulatory requirements, including emerging trends on disclosure obligations, corporate governance and directors’ duties
  • Counsel to entrepreneurs, private companies and private equity funds providing strategic advice on exit transaction opportunities
  • Executive and employee compensation matters
  • Representation before securities commissions and stock exchanges
  • Dealer, adviser and investment fund manager registrations and international dealer/adviser representation 
  • Stakeholder activism
  • Risk management


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