Exempt Capital Markets

The exempt capital market lawyers at McLeod Law LLP are dedicated to acting for clients who seek to raise capital, obtain registration and maintain ongoing regulatory compliance in Canada’s exempt market. We are well known in Alberta’s exempt market community, providing advice to ensure our clients meet regulatory compliance requirements while achieving their business objectives.

Our clients include:

  • Mortgage Investment Entities (MIEs)
  • Mutual Fund and Business Trusts (MFTs)
  • Real Estate Developers
  • Venture Capital Entities
  • Junior Listed Companies
  • Exempt Market Dealers (EMDs)
  • Investment Fund Managers (IFMs)
  • Portfolio Managers
  • Dealer Representatives

Our exempt capital market lawyers are involved in the industry, working closely with the issuers, registrants and regulators. As a founding sponsor of the Private Capital Markets Association (PCMA), and a member of the National Exempt Markets Association (NEMA), our lawyers understand the importance of working with all stakeholders in the exempt market community to ensure we stay ahead of new developments in policies, rules and regulations that govern the distribution of securities, disclosure and compliance.

We provide practical solutions to our clients so that they can achieve their goals while meeting the complex legal, business and regulatory aspects involved in the exempt capital market, including:

Financing & Raising Capital

  • Equity Offerings
  • Prospectus Exempt Equity Financings
  • Preparation of Subscription Agreements
  • Preparation of Offering Memoranda and offering documentation
  • Private Placements
  • Crowdfunding

Structuring and Re-Structuring

  • Business Trusts
  • Joint Ventures
  • Limited Partnerships
  • Mortgage Investment Entities
  • Mutual Fund Trusts
  • Real Estate Development Funds

Registration & Due Diligence

  • Registration Applications for EMDs, Dealer Representatives, IFMs and Portfolio Managers
  • “Business Trigger” Test Analysis
  • Compliance advice for registrants on ongoing regulatory obligations

Compliance and Regulatory Matters

  • Compliance with National Instrument 45-106 Prospectus Exemptions
  • Compliance with National Instrument 45-102 Resale of Securities
  • Compliance with National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations
  • Defending Regulatory Enforcement Action
  • Regulatory compliance reviews
  • Resolving Cease Trade Orders
  • Regulatory Investigations

Contractual Drafting

  • Joint Venture Agreements
  • Partnership Agreements
  • Purchase and Sale Agreements
  • Shareholder Agreements
  • Management Agreements
  • Trust Indentures

Shareholder Meetings

  • Assist and Attend Annual General and Special Shareholder Meetings
  • Preparation of Proxy Materials
  • Articles of Amendment for Capital Reorganizations
  • Statutory Transactions, including Amalgamations and Arrangements

Corporate Governance

  • Compliance with the Statutory Tests under the Business Corporations Act (Alberta) for Dividends and Redemptions
  • Corporate authority, conflicts of interest and fiduciary duties
  • Director Meetings and Resolutions
  • Director Committees

Other Legal Services

  • Enforcement of Security and Collections
  • Establishing Syndicated Mortgages
  • Foreclosures
  • Mortgage Structuring and Securitization of loans
  • Real Estate Services