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The past few years have been a tumultuous period for private equity and venture capital funds. Recent declines in economic activity following the credit crisis have forced a realignment of investors’ expectations and have fundamentally altered the global investment landscape. For fund managers, sponsors and investors, this new reality demands insightful, sophisticated and effective legal services from professionals with extensive industry experience and unparalleled business acumen.


The Gowlings Private Equity & Venture Capital (PE/VC) Group provides innovative and efficient client-specific solutions to a wide range of fund managers, sponsors and investors. Whether involved in acquiring, financing or disposing of a downstream portfolio investment, or structuring and negotiating funds, alternative investment vehicles, feeder funds or making direct co-investments, our team has an exceptional combination of sophisticated expertise, skills and insight to negotiate the best deal while, at the same time, getting the deal across the finish line.

With an integrated and multidisciplinary team of professionals for transactions worldwide, our unique client solutions always benefit from the strength of our Firm’s industry insight and pre-eminence in business.

As one of the leading PE/VC laws firms in Canada, our professionals are consistently recognized in Canadian, U.S. and European fund rankings. They are frequently sought out to represent many of Canada’s leading pension funds, Crown entities, fund sponsors and fund managers, banks and other institutions.


We provide comprehensive services in the area of private equity and venture capital, including:

Fund Formation

  • Negotiation of partnership agreements, shareholders’ agreements for tax-exempt entities, parallel fund arrangements, side letters, co-investment arrangements and other fund documentation for investors and fund sponsors
  • Tax and pension advice in structuring funds, parallel fund vehicles, feeder funds and alternative investment funds
  • Drafting private placement memoranda and advice on applicable disclosure requirements
  • Securities law advice in respect of Canadian and non-Canadian funds

Downstream Investing

  • Due diligence and risk assessment
  • Structuring all aspects of acquisitions/investment vehicles
  • Negotiation of equity, debt and convertible debt, takeover, merger, plan of arrangement and other acquisition documentation
  • Negotiation of joint venture, co-invest arrangements and other counterparty arrangements
  • Advice to offerers, targets and special committees

Financing and Work-outs

  • Structuring and negotiating term sheets, commitment letters, credit agreements and security packages
  • Structuring and negotiating M&A transactions for/with targets, acquirers and senior creditors
  • Restructuring troubled companies and recovering investments for investors and financiers
  • Performing due diligence, legal risk assessment and documentation for financing and restructuring of distressed M&A
  • Post-acquisition/financing legal advice for business operations and covenant compliance


  • Negotiation and drafting of partnership agreements, feeder funds, shareholders’ agreements, investment management contracts and alternative investment funds
  • Negotiation and drafting side letters covering commercial, tax and pension issues
  • Structuring and negotiating direct co-investments, follow-on investments, and secondary market acquisitions and dispositions


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