CAPITAL MARKETS & SECURITIES

Our mission is to help you in the drafting process.  Whether you need us to review, draft, or negotiate, we're here to ensure that your interests are protected and that your objectives are achieved.

Document Drafting, Review, and/or Negotiation

How We
Can Help

Capital markets are also known as financial markets and they connect persons (whether individuals or businesses) who have money (or “capital”) with other people and businesses who need it.[1]  There are a variety of types of capital markets, including stock markets, bond markets, currency markets, and commodity markets.[2]  Securities are bought and sold on these markets by investors.  But securities can also be issued by private companies and/or persons (whether individuals or businesses).

What constitutes a “security” is, therefore, an important question.  A security is defined in s. 1(1) the Securities Act, R.S.O. 1990, c. S.5 (the “Act”) and consists of a non-exhaustive list of 16 clauses that are expressed in general terms; the Act’s intention is to define the term security broadly and capture a wide breadth of financial instruments.[3]

We can help you in a variety of business-related matters where you need documents or agreements drafted, reviewed, and/or negotiated.

The below list of documents and agreements pertaining to our Capital Markets & Securities area of practice describes some of the legal paperwork that we can help you review, draft, and/or negotiate.

Contact us or use the Requisition Form below to get started.


[1] Reed, Eric (2020).  What is a Capital Market?  Retrieved from https://smartasset.com/financial-advisor/capital-market#q=what%20is%20a%20capita

[2] Ibid.

[3] Ontario Securities Commission v. Tiffin (2020), 2020 CarswellOnt 3618, 2020 ONCA 217.

The investor's chief problem - and even his worst enemy - is likely to be himself.

- Benjamin Graham

Types of Capital Markets and Securities Documents & Agreements We Can Help You With

⋅ Accredited investor certificate
⋅ Application to revoke a cease trade order for failure to file financial statements
⋅ Base trust indenture (investment-grade notes)
⋅ Certificate of the custodian: securities offering
⋅ Certificate of the transfer agent and registrar: securities offering
⋅ Certificate of the transfer agent and registrar: private placement of units
⋅ CFO certificate: securities offering (unaudited financial information)
⋅ Closing agenda: follow-on equity offering
⋅ Closing agenda: initial public offering in Canada
⋅ Closing agenda: private placement of common shares
⋅ Closing agenda: private placement of units
⋅ Consent of legal counsel: securities offering
⋅ Conversion notice (convertible bonds)
⋅ Convertible note purchase agreement with short-form note (seed-stage startup)
⋅ Cover letter to file form 45-106F1 report of exempt distribution
⋅ Deferred share unit agreement (non-employee directors of a Canadian public company)
⋅ Direction of company to underwriters: securities offering (payment)
⋅ Direction of custodian to transfer agent: securities offering
⋅ Direction of custodian to underwriters: securities offering (payment)
⋅ Direction of underwriters for delivery of securities: securities offering
⋅ Due diligence request list: securities offerings
⋅ Engagement letter: initial public offering
⋅ Engagement letter: private placement
⋅ Equity incentive plan (Canadian private company)
⋅ Equity incentive plan (Canadian public company)
⋅ Form 45-106F12: risk acknowledgement form for family, friends, and business associate investors
⋅ Form 45-106F16: notice of use of proceeds
⋅ Form 45-106F17: notice of specified key events
⋅ Form 45-106F4: risk acknowledgement form for offering memorandum exemption
⋅ Form 45-106F9: form for individual accredited investors
⋅ Form of subsidiary guarantee
⋅ Global debenture (convertible bonds)
⋅ Global note (high-yield bonds)
⋅ Global note (investment-grade notes)
⋅ Indemnification agreement
⋅ Initial notice to the TSX: securities offering
⋅ Lock-up agreement: securities offerings
⋅ Lock-up waiver
⋅ Maturity notice (convertible bonds)
⋅ Non-employee director compensation plan (Canadian public company)
⋅ Notice of change of control and offer to purchase
⋅ Notice of exercise of over-allotment option
⋅ Officer’s certificate: securities offering (documents and incumbency)
⋅ Officer’s certificate: securities offering (subsidiary documents)
⋅ Officer’s certificate: securities offering (underwriting agreement)
⋅ Order to revoke a failure-to-file cease trade order
⋅ Performance share unit agreement (Canadian public company)
⋅ Preclosing filing notice to the TSX: securities offering
⋅ Receipt of company to underwriters: securities offering
⋅ Receipt of custodian to underwriters: securities offering
⋅ Receipt of underwriters to company for fees and expenses: securities offering
⋅ Receipt of underwriters to company for certificates: securities offering
⋅ Receipt of underwriters to custodian for certificates: securities offering
⋅ Receipt of underwriters to custodian for fees: securities offering
⋅ Redemption notice (convertible bonds)
⋅ Redemption notice (high-yield bonds)
⋅ Redemption notice (investment-grade notes)
⋅ Registration rights agreement (s. 4(a)(2) (of the Securities Act of 1933) private placement form)
⋅ Response to CSA comments: securities offering
⋅ Restricted share unit agreement (cash-settled)(Canadian public company)
⋅ Restricted share unit agreement (cash-settled)(Canadian private company)
⋅ Restricted share unit agreement (stock-settled)(Canadian public company)
⋅ Restricted share unit agreement (stock-settled)(Canadian private company)
⋅ SAFE: simple agreement for future equity
⋅ SAFT: simple agreement for future tokens
⋅ SEDI (system for electronic disclosure by insiders) agent authorization form
⋅ Selling shareholder questionnaire
⋅ Selling shareholders’ certificate: securities offering (underwriting agreement)
⋅ Share appreciation rights agreement (Canadian public company)
⋅ Stand-by commitment agreement
⋅ Stock option agreement (Canadian private company)
⋅ Stock option agreement (Canadian public company)
⋅ Stock option exercise agreement (Canadian private company)
⋅ Stock option exercise agreement (Canadian public company)
⋅ Stock option plan (Canadian private company)
⋅ Stock option plan (Canadian public company)
⋅ Subscription agreement (buyout)
⋅ Subscription agreement (equity)
⋅ Subscription agreement (units)
⋅ Supplemental trust indenture (issuance of investment-grade notes)
⋅ Treasury direction to transfer agent: securities offering
⋅ Treasury direction to transfer agent: private placement of units
⋅ Treasury direction to transfer agent: exercise of stock options
⋅ Trust indenture (convertible bonds)
⋅ Trust indenture (high-yield bonds)
⋅ Underwriting agreement: initial public offering of common shares (Canadian corporation)
⋅ Underwriting agreement: private placement of units
⋅ Warrant (fixed percentage form)
⋅ Warrant (FMV exercise price form)
⋅ Warrant (general form)
⋅ Warrant (penny warrant form)
⋅ Warrant indenture

⋅ Audit committee self-evaluation
⋅ Board of directors: self-evaluation
⋅ By-laws: advance notice
⋅ Charter of the audit committee
⋅ Charter of the board of directors
⋅ Charter of the compensation committee
⋅ Charter of the disclosure committee
⋅ Charter of the nomination committee
⋅ Code of business conduct and ethics
⋅ Corruption of Foreign Public Officials Act policy
⋅ Directors’ and officers’ questionnaire
⋅ Directors’ and officers’ questionnaire: normal course issuer bids through the TSX venture exchange
⋅ Directors’ and officers’ questionnaire: normal course issuer bids through the Toronto stock exchange
⋅ Directors’, officers’, and promoters’ questionnaire (prospectus)
⋅ Disclosure policy
⋅ Insider trading policy
⋅ Memorandum to the board: obligations of a Canadian public company
⋅ Memorandum: delisting and ceasing to be a reporting issuer
⋅ Prospectus offering process in Canada: memorandum to the board
⋅ Proxy: private corporation
⋅ Proxy: sent by management of a public company
⋅ Shareholders’ meetings: chair’s script for annual meeting
⋅ Social media guidelines (public company)

⋅ Forward-looking statements: standard earnings press release and earnings call legend
⋅ Forward-looking statements: standard safe harbour legend
⋅ Forward-looking statements: standard IPO prospectus legend
⋅ Material change report requirements: memorandum
⋅ Press-release: after TSX acceptance of notice of intention to make a normal course issuer bid
⋅ Press-release: after TSX venture exchange acceptance of notice of intention to make normal course issuer bid
⋅ Press-release: Canadian equity offering pricing
⋅ Press-release: Canadian equity offering launch
⋅ Press-release: completion of convertible bond offering
⋅ Press-release: completion of medium-term note offering
⋅ Press-release: completion of medium-term note offering (reopening)
⋅ Press-release: completion of rights offering by notice and circular in Canada
⋅ Press-release: completion of rights offering by prospectus in Canada
⋅ Press-release: convertible bond offering
⋅ Press-release: grant of options by TSX venture exchange listed company
⋅ Press-release: high-yield bond offering (pricing)
⋅ Press-release: high-yield bond offering (completion)
⋅ Press-release: high-yield bond offering (launch)
⋅ Press-release: IPO filing of preliminary prospectus
⋅ Press-release: IPO pricing
⋅ Press-release: launching a bought deal
⋅ Press-release: lock-up waiver
⋅ Press-release: medium-term note offering
⋅ Press-release: medium-term note offering (reopening)
⋅ Press-release: non-brokered private placement of common shares
⋅ Press-release: non-brokered private placement of units
⋅ Press-release: prior to TSX acceptance of notice of intention to make a normal course issuer bid
⋅ Press-release: prior to TSX venture exchange acceptance of notice of intention to make a normal course issuer bid
⋅ Press-release: revocation of a failure-to-file cease trade order
⋅ Press-release: rights offering by notice and circular in Canada
⋅ Press-release: rights offering filing of preliminary prospectus
⋅ Press-release: rights offering filing of final prospectus
⋅ Press-release: underwritten private placement of common shares
⋅ Press-release: underwritten private placement of units

tier 1

starting from:
$500flat fee (+HST)

Document Review

  • Review existing document with client

  • Discuss opinion of existing document with client (based on client's unique circumstances)

  • Price assessed on a case-by-case basis

  • No document drafting or negotiation

  • Price does not include any disbursements or third-party charges

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TIER 2

starting from:
$700flat fee (+HST)

Document Drafting

  • Meet with client to discuss the unique circumstances of the case and the proposed document

  • Draft document based on client's instructions

  • Price assessed on a case-by-case basis

  • No document negotiation

  • Price does not include any disbursements or third-party charges

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TIER 3

starting from:
$1,500flat fee (+HST)

Document Negotiation

  • Meet with client to discuss the unique circumstances of the case and the proposed document

  • Negotiate and draft terms of document with opposing lawyer based on negotiations and client's instructions

  • Price assessed on a case-by-case basis

  • Price does not include any disbursements or third-party charges

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