Expertise & Personal

I really enjoy my practice, working intensively with go-getter entrepreneurs and their high calibre professional advisors to make transactions happen. I view my clients’ successes as my successes. I’m not in love with the process of lawyering or with the law: it’s the result that counts. Effective technology and the inherent efficiency of a smaller office enable me to exceed service and value expectations.
Communication and trust are the hallmarks of a good client-lawyer relationship. If there is a good connection, there will be good communication and trust, and that enables a lawyer to do the best job possible for the client.

And hey, life is short, so we all like to work with people we like and respect. I like to work hard, play hard, and keep a sense of humour and perspective.

General Background

  • Born Winnipeg, Manitoba
  • Economics Junior Honours, Edinburgh University, Scotland (visiting)
  • B.A. Economics, Queen’s University at Kingston
  • Juris Doctor, Osgoode Hall Law School
  • Certificate in Corporate Finance, Osgoode Hall

Practice Focus

  1. Purchase and sale of businesses (assets and shares), joint ventures, management buy-outs
  2. Financings: share issuances, secured debt, factoring, asset-based, private placements, venture capital
  3. Shareholder agreements, dispute resolution and strategizing offensive & defensive actions w/o litigation
  4. Distribution and licensing, new product introduction and commercialization
  5. Not-for-Profit advisory; governance, member & employee issues, corporate structure, liability avoidance
  6. Software & IT – preparation of IC Agreements, corporate re-organizations, licenses, sales agreements, software development, projects

For example:

  • Strategized financing for a social media start-up.
  • Acted for shareholders in shotgun buy/sells.
  • Strategized & implemented difficult de-franchising & re-organization.
  • Advised major WFP organization on gifting contracts & strategy.
  • Carried out share & asset sales and financings for service businesses, insurance, health, brokerage.
  • Acted for equipment lessor in $20M bulk lease facility.
  • Retained as corporate advisor on Court-directed winding-up.
  • Quarterbacked trade mark protection plan with IP counsel.
  • Dealt with member discipline, nuisance liability & governance issues at golf club.
  • Gave advice and then organized non-profit capital reorganization and rectifications with shareholders.
  • Advised on minority take-out transaction utilizing a modified shotgun buy-sell mechanism.
  • Counsel to major shareholder of troubled family business with mandate to exchange technology value for opco value without total war.
  • Maximized value for minority shareholder being squeezed out of software design firm.
  • Carried out complex IT purchase & re-license deal.
  • Advised minority shareholders in abusive going-private transaction proposed by a large public real estate corporation, helping to thwart deal, which lead to greater share price to minority shareholder clients.
  • Prepared documentation for many corporate tax-oriented re-organizations. (S 85, 86, estate freezes)
  • Obtained Limited Market Dealer registration for clients, and advised on compliance matters under Ontario securities laws.
  • Acted in securitization of trade creditor debt of international supplier in conjunction with local factoring deal.
  • Counsel to wholesale lender establishing small business financing business with alternative lenders
  • Advised on claims for non-payment of fees for M&A brokers
  • Investment adviser and legal counsel to corporate finance intermediary as part of senior management team.
  • Strategized and implemented bloodless coup by majority shareholders to dispose of wayward president/shareholder of a private software firm.
  • Acted for buyers, sellers and financiers on numerous financings and acquisitions of private and public corporations especially leveraged management buy-outs.
  • Acted for Japanese technology venture capital firm, advised on unique securities, corporate, insolvency and other commercial matters.
  • Helped devise and implement takeover and turnaround strategy for a large private distributor, and managed inherited litigation.
  • Provided analysis and opinion to a major bank to re-engineer non-negotiable procedures, with many recommendations accepted for region, then nationally.
  • Attended to authentication, verification and countersigning of international licensing agreement with foreign government and Canadian Department of Foreign Affairs.
  • Professional and Personal Background
    (present & past)

Professional

  • OBA Business Law Section, Executive Member
  • Mentor & Legal Adviser, Summer Company, Halton Region Business Development Centre Program
  • Review Panel, “Access to Capital” entrepreneurs’ program, Halton Region
  • Lecturer at Bar Admission Course, Acquisitions, Law Society of Alberta
  • Chair, Oil & Gas Section, Canadian Bar Association, Alberta Branch
  • Guest Speaker, Halton Exporter’s Network
  • Guest Speaker, Halton-Peel Communications Association on Legal Issues of new businesses
  • Panelist, Oakville Chamber of Commerce Starting a Business Sessions
  • Featured Speaker, Petroleum Law Foundation Annual Symposium to deliver paper on Insolvent
  • Operators under Oil & Gas Operating Agreements
  • Co-Writer of Paper for CBA Natural Resources Panel on Deregulation of NG
  • Commercial Law Columnist for Halton Business Times and other regional business periodicals
  • Participant: Golden Horseshoe Venture Assoc., Toronto Venture Assoc., York/MIT Forum

Civic & Community

  • Executive, Lions Club Oakville
  • Member of Oakville Mayor’s Election Rebate Task Force
  • Director & Secretary, Halton Junior Achievement
  • Chair, Oakville Chamber of Commerce International Trade Committee
  • Director, Ontariogreen
  • Director, Oakville United Way, and Liason, GTA United Way
  • Liason, Grace House & Oakville United Way, pro bono counsel for Grace House
  • Director, Glen Abbey Residents’ Assoc., Chair of Youth Committee
  • Fundraiser, Canadian Diabetes Assoc.
  • Member, University of Edinburgh Club of Toronto

Personal Interests

  • Car racing – spectator and infrequent participant, drag strip & road course lapping
  • Oenophile of sorts, especially big, multi-level reds (Pauliacs, Marguax, Zins)
  • Collectible refinishing, business & political biographies, writing, social media