Biography
I am a senior corporate lawyer with over a billion dollars in transaction experience. I am also a Certified Business Intermediary (CBI) licensed by the International Business Brokers’ Association (IBBA).
My clients consist of business owners and entrepreneurs, start-up companies, and national banks and private lenders. I keep my practice focused in order to provide excellent value and in-depth service to my clients. I focus primarily on Corporate and Commercial Law and Banking and Lending Law. I regularly blog on relevant issues pertaining to business owners and M&A advisors, visit my blog here.
Mergers and Acquisitions
- buying and selling businesses, acquisitions and divestitures
- management buyouts | strategic acquisitions
- exit planning and pre-sale structuring
- share transfers | non-competition agreements
- non-disclosure agreements
Start-Ups
- setting up corporate share structure
- shareholder agreements | partnership agreements
- incorporating in British Columbia and Canada
Corporate Law | Commercial Law
- corporate reorganizations and restructurings, including:
- capital restructurings, windups, amalgamations, estate freezes and rollovers, family trusts and other estate planning matters
- mergers and acquisitions (buying or selling a business)
- share purchase agreements | asset purchase agreements | hybrid transactions
- employment agreements
Commercial Disputes
- shareholder disputes | buy sell agreement buyouts, and advising on other commercial disputes such as breach of contract
For Lenders
Representing a wide range of clients ranging from private lenders to Canada’s national banks, I have been a trusted source for legal services on all aspects of banking and secured lending law and have secured over 100 commercial loans and over one third of a billion dollars of cumulative loan value. I am regularly hired to advise on security structure and risk management, prepare loan documentation including term sheets, facility letters, mortgages, promissory notes, guarantees, general security agreements, personal property security and the like. I also have experience in cross-border transactions and cross-border securitization.
For Borrowers
Representing borrowers from individuals to companies and private equity firms, I apply my depth of knowledge and experience from my lender’s work to give borrowers the best representation possible. It helps to understand what the lender’s counsel is thinking when we are negotiating on the borrower’s behalf.
Representative Work
$8M Financing of Commercial Real Estate Acquisition -Counsel to Senior Lender in creation of debt facilities and securitization of collateral over multiple corporate entities and guarantors.
Management Buyout of Multinational Retail Clothing and Industrial Supply Business – Counsel to seller of shares in large retail business with operations in Canada and the USA. Comprised of 5 corporate entities in different jurisdictions including Canada, the USA and Barbados.
$1.73M Share Purchase (Insurance Brokerage) – General counsel to Purchaser with respect to the acquisition of shares of an insurance brokerage.
$2M Financing of Acquisition of Shares in Management Buyout – Counsel to Senior Lender providing acquisition financing in management buyout of large manufacturing company.
$1.5M Acquisition of Services Business/Land – Counsel to purchaser of local services company including creation of family trust and land acquisition.
$275M Syndicated Loan – Part of a team counsel to securitization of $275,000,000 syndicated loan.
$3.4M Asset Acquisition – General counsel to private equity firm in acquisition of assets of regional trucking and delivery business.
$15M Cross-border Lending Securitization – Counsel to Canadian Lender. Placed security over both Canadian and US companies in 3 Provinces and 7 states to secure a complex $15,000,000 cross-border commercial lending facility.
$1.3M Sale of Manufacturing Business – Counsel to owners of a British Columbia drive manufacturing business.
$105M Asset Sale and Reorganization – Part of team counsel to reorganization and sale of assets of a large multinational manufacturing corporation consisting of over 20 entities.
$2.5M Management Buyout – Part of team counsel to management buyout by a minority shareholder of a consumer product manufacturing and distribution business.
$0.9M Sale of Shares – Counsel to shareholders in sale of shares in local marine parts sales and fabrication business.
$40M Real Estate Commercial Lending Facility – Counsel to a national financial institution securing a $40,000,000 loan pertaining to a real estate development project.
$17M Residential Construction Mortgage – Counsel to a national financial institution securing financing for the construction of one of British Columbia’s largest homes.
$3.25M Insurance Business Acquisition – Counsel to purchaser of a surety bonding and property and casualty insurance business.
Insurance Brokerage and ICBC Autoplan Licence Acquisitions – Counsel to multiple purchasers of insurance brokerages and associated ICBC Autoplan licences.
Purchase of Shares in E-Commerce Website – Counsel to purchaser of shares in a travel based e-commerce website including over 30 domain names.
Franchise Acquisitions – Represented numerous buyers and sellers of a national chain franchise businesses.
$15.5M Federal Mortgage Brokerage – Counsel to investors to the capitalization of a planned federal mortgage brokerage and lending company.
$20M Insurance Brokerage Corporate Reorganization – Counsel to group of regional insurance brokerages in respect of a complex corporate reorganization.
Private Placement | PIPE Transaction – Facilitated private placement and bridge financing for TSX listed company. This transaction involved cross-border securitization and negotiation of transaction documents. Was co-lead counsel in transaction coordinating attorneys in Idaho, New York, and Toronto.
Education
- 2016 Certified Business Intermediary (CBI), International Business Brokers’ Association (IBBA)
- 2005 Call to the British Columbia Bar
- 2004 Juris Doctor, University of Saskatchewan
- 2001 B.Comm., University of Saskatchewan
Professional Affiliations
- Member, Law Society of British Columbia (2005)
- Member, Canadian Bar Association
- Member, Business Law Section, Canadian Bar Association, B.C. Branch
- Member, Banking Law Section, Canadian Bar Association, B.C. Branch
- Member, American Bar Association
- Member, Business Law Section, American Bar Association
- Member, Mergers and Acquisitions Committee, American Bar Association
- Member, International Business Brokers Association
- Member, Association for Corporate Growth (ACG), Vancouver Chapter