We lead corporate transactions including mergers, amalgamations, share and asset purchases, divestitures, and court-approved plans of arrangement. We structure the deal to address the specific tax and liability objectives of the transaction and negotiate the definitive agreements, including representations, warranties, and indemnities that define and limit risk. We manage the entire mandate from the letter of intent through due diligence, regulatory compliance, and closing. Whether representing buyers, sellers, or targets, we focus on the execution of the deal to ensure closing risk is minimized and commercial goals are met.

We help borrowers to obtain and lenders to deploy capital. We represent lenders and borrowers in the structuring and negotiation of debt and equity financing. Our work includes bonds, syndicated credit, asset-based lending, and mezzanine debt. We draft and negotiate credit agreements, security packages, and inter-creditor arrangements with a focus on effective financial covenants and risk allocation.

We manage and advise on the strategic acquisition of assets and companies in financial distress, both on a negotiated, out-of-court basis, as well as within the compressed timelines of CCAA or receivership proceedings. These transactions require high-speed execution and a deep understanding of vesting orders, successor liability, and the mechanics of court-sanctioned sales. We negotiate the terms of “stalking horse” bids and purchase agreements that secure value for our clients while stripping away legacy liabilities. We navigate the court-approval process and auction dynamics with clinical precision to ensure our clients acquire assets with legal certainty. Our expertise allows for the seamless integration of distressed targets without the burden of the vendor’s insolvency.

We advise private equity firms on the restructuring of portfolio companies and the execution of exit strategies under pressure. When an investment faces headwinds, we engineer the maneuvers required to protect the fund’s capital and prepare the entity for refinancing, sale or liquidation. We manage transition in ownership and restructuring of portfolios through out-of-court resets or structured insolvency proceedings. We focus our approach on the achievement of desired economic outcomes and the technical execution of the exit. We provide the tactical guidance required to manage distressed portfolio assets with certainty.

We represent reporting issuers and boards in the management of mandatory disclosure and regulatory compliance, specifically during periods of financial distress, hostile activism, and proxy contests. We advise on the assessment of materiality and the filing of material change reports, ensuring the issuer’s public record is defensible and meets the requirements of regulators. Our work covers the procedural mechanics of early warning reporting, proxy solicitation, and takeover bid defenses. We focus on rigorous compliance to mitigate regulatory exposure and protect the integrity of the market narrative during adversarial events.

We provide counsel to boards of public companies on personal director liability, the discharge of fiduciary duties and the management of institutional risk. We represent directors personally in high-stakes circumstances involving restructurings, proxy contests, shareholder activism, and leadership transitions where board conduct is under intense scrutiny. We advise on the legal requirements for board meetings, special committee formation, and the assessment of conflicting stakeholder interests. Our role is to ensure that board decisions effectively discharge fiduciary duties, and defensible against regulatory or judicial challenge, providing the stability required to navigate complex corporate mandates.

We design and implement the governance structures required for effective risk oversight and fiduciary compliance, particularly in the context of public issuer corporate or board restructurings and management and board succession. We work with boards to define the parameters of director obligations and to establish the committees and protocols necessary for institutional stability. Our approach is clinical, focusing on the legal requirements of corporate oversight and the practical application of governance standards. We provide the technical counsel needed to manage board effectiveness and succession planning, ensuring that the enterprise’s leadership architecture is robust and aligned with the expectations of the market and regulators.

We represent special committees during insolvency and restructuring and in mandates where potential conflicts of interest or related-party transactions require independent legal oversight. Our work focuses on the defensibility of the board’s decision-making process, particularly in the context of insider bids, business combinations, and investigations into executive or regulatory misconduct. We oversee the procurement of independent valuations and fairness opinions and direct the analysis of whistleblower allegations. Our role is to ensure that the committee’s decision-making is grounded by a rigorous, defensible record that survives scrutiny from minority shareholders, regulators, and the courts.

We represent boards and executive leadership during enterprise-threatening litigation or terminal risks that trigger institutional exposure. Our work focuses on the management of high-stakes corporate crises, including liquidity crises, hostile maneuvers, catastrophic liability claims, and solvency-threatening disputes. We provide the legal and strategic framework required to protect the entity, ensuring that the board’s response is aligned with its fiduciary obligations and the preservation of corporate value. We manage the integration of the legal defense with governance and communication strategies to neutralize the threat and stabilize the organization’s market position during periods of intense scrutiny.