New Year’s Update 2023

SkyLaw Engaged by Dissenting Shareholder in Major M&A Transaction

Our Insights

We are pleased to share some of our recently published blogs!

• We wrote about the new Self-Certified Investor Exemption. Available in Ontario only for a limited time, the exemption permits investors who are accountants, lawyers, and experienced professionals in an issuer’s industry to invest in companies without a prospectus, even if they would not otherwise meet the “accredited investor” definition.
• Our new Spotlight blog about Establishing or Acquiring a Business in Canada is designed specifically for the many inquiries we receive from international businesses looking to establish a Canadian toehold.

We are always thinking of ways to share the things we have learned. In the meantime, we welcome you to grab yourself a warm mug of something tasty and take a scroll through our posts!

Self-Certified Investor Exemption

Many of us have been there: a company whose business we know well, and admire, is doing a financing, and there is a chance to buy some promising shares. But do you qualify?

However, before October 25, 2022, in Ontario, a private placement investment opportunity was only available to the few who met the strict financial criteria to qualify as an “accredited investor”, or who had a family or close friendship connection with the management team. Many would-be investors, some of whom may have understood the company and its industry very well, were left out.

Now, by way of an Order by the Ontario Securities Commission, the opportunity to buy securities has been opened to experienced professionals, even if they don’t meet the accredited investor test or have a family or friend connection. Accountants, lawyers, and certain financial professionals qualify, as do those who have “management, policy-making, engineering, product or other relevant operational experience” in the issuer’s industry.

There are some limits involved – for example, an investor cannot invest more than $30,000 in a single year under this exemption.

The exemption is temporary for now – in a year and a half, the Commission will consider whether to make it permanent. In the meantime, we hope the exemption serves to match up meritorious companies with knowledgeable investors, and to open the doors of the capital markets to more of the public.

Establishing or Acquiring a Business in Canada

Canada has seen some amazing growth this past year, including the fastest population growth that the country has seen in decades. Canada has appeal not just as a home, but also as a place to do business. We are often approached by businesses from around the world about how they might expand into Canada – so often, in fact, that we prepared a blog to address some of the key considerations.

While we hope that this blog gets lots of use helping foreign companies plan out their expansion, this blog is also a neat reflection of the many areas of business law and logistics that exist – from tax, to regulatory, finance, employment, immigration, and many others, the world of business law is as colourful as it is critical to understand.

We look forward to sharing our country with many more businesses from around the world, and to see them help Canadians continue to flourish.

SkyLaw Celebrations

In December we celebrated Priya Ratti’s fifth anniversary with SkyLaw! Priya leads many client relationships and keeps our team on track. She is also very creative, as you can see from her holiday poem found here. Congratulations to Priya for all of her successes! 2023 will also be a big year for Priya as she will be getting married in May!

We also like to celebrate big deals when they close and share in the accolades we receive. On one recent M&A transaction, we heard from the tax advisor on the transaction, Mark Hunter, who had this to say: “You handled a complicated file with poise and your attention to the file was such a welcome relief from other corporate solicitors I’ve worked with.” Kudos to Priya, Juliana, Bernice and the entire team for a job well done!

Each year we hold our annual holiday lunch in December. This year, we met at the Pour House near our office. Unexpectedly, all of the power went out in the building, but we continued with our cell phone lights. Shortly afterwards, there was heated debate about how long the lights were off, with guesses ranging from 5 minutes to 20 minutes – a real life example of how hard it is to judge the passing of time and why we always keep our dockets current so that we accurately capture our time spent!

Client Spotlight: Pro Bono Work

SkyLaw began working with the Ottawa West End Community Chaplaincy (OWECC) in early 2021, a not-for-profit and charity that supports the multicultural, multi-faith communities and local neighbourhoods in west Ottawa. OWECC serves its communities not only through its ministry, but also its community engagement, which, pre-pandemic, ranged from assisting neighbourhood food banks, leading youth programs, and providing pastoral care and counselling, to name a few.

SkyLaw’s Juliana Ramkissoon and Bernice Lee Pack had the privilege of working pro bono with OWECC’s directors and members to bring the organization’s governing documents into compliance with the long-awaited Ontario Not-for-Profit Corporations Act (ONCA), which came into force on October 19, 2021. You can read more about ONCA, the legislative changes, and key updates in our blog post, Never too late: Ontario’s Not-for-Profit Corporations Act is now in force.

Happy New Year!

The past year has brought moments of great pride and good cheer for the SkyLaw team.

• Pride: In August, we welcomed senior lawyer Tim Ross, whose experience spans some of the most recognizable firms on the planet, including over a decade in leadership roles in the Middle East. This Fall, we welcomed Michael Lee who returns to us after more than a decade in London, UK, and Eric Engel, an experienced practitioner who has been a SkyCounsel member and friend of the firm for years. Tim, Michael, and Eric are brilliant, and they have some awesome life stories.
• Cheer: We’re one of Canada’s Top 10 Corporate Law Boutiques! Again! The whole office cheered when we found out about this one.
• Pride: Our clients closed some blockbuster deals. Some of the deals where our involvement was publicly recognized included:
  • Gotham Green Partners closed a major restructuring;
  • Solar Panda closed its Series A funding round; and
  • SkyLaw advised the special committee of the board of directors of TAAL Distributed Information Technologies Inc. on a going-private transaction that was ultimately approved by 95% of the votes cast by disinterested shareholders.
• Cheer: Our founder, Kevin West, celebrated an important birthday milestone. We celebrated with a surprise party (one of our lawyers ran interference to “discuss a file” while the rest of the team set up the decorations). Happy birthday, Boss!
• Pride: In May, we were once again the exclusive author of two articles on Canadian M&A for highly respected legal publisher Chambers and Partners. Some good reading to hone your knowledge of international corporate law!
• Cheer: Our team celebrated at home and abroad. We feted the five-year work anniversaries of Priya Ratti and Estahil Aden. In October, Kevin and Andrea travelled to Los Angeles to celebrate the recent closing of a major restructuring transaction. Shortly afterwards, Kevin and Tim travelled to New York to meet some of our great contacts there, and to attend a reunion hosted by Sullivan & Cromwell LLP, of which Kevin is an alumnus, and connect with many of our contacts in New York in person for the first time in several years. As a result of the trip to New York, Kevin was thrilled to be invited by S&C to its annual dinner in Ottawa with the current judicial law clerks at the Supreme Court of Canada, an annual tradition that Kevin helped initiate back in 2000 after he clerked at the Court and joined S&C.

We have a lot to look forward to in 2023 with our growing team and exciting projects. We have Jinghui (Margaret) Zhang joining our corporate services team, and we are delighted that Diana Nicholls Mutter has returned from maternity leave! We also have more travel planned to visit clients around the globe, so stay tuned for more good cheer in the new year!

We wish everyone a happy, safe and healthy 2023!