Private Capital Markets

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

Our clients include:

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

Our private capital markets lawyers work closely with the issuers, registrants and regulators, and are heavily involved in the industry. 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 private capital markets 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 private capital markets, including:

Financing and 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 and 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