 |
 I really enjoy my practice,
working intensively with go-getter entrepreneurs and their high calibre
professional advisers 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. Even if the
client is a corporation, one person at the client's office (usually the
owner/operator) deals with a particular lawyer, not a law firm, per se.
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 1953,
schooled Winnipeg & Regina |
| • |
Economics Junior Honours,
1974 at Edinburgh University, Scotland (visiting) |
| • |
B.A. Economics, 1975 from
Queen’s University at Kingston, Ontario |
| • |
LL.B., 1978 from Osgoode
Hall Law School, Toronto |
| • |
Certificate in Corporate Finance, Osgoode Hall, 2007 |
Practice Focus
The primary areas of my practice
are:
| 1. |
financings: share
issuances, secured debt, factoring, asset-based, private
placements, venture capital |
| 2. |
purchase and sale of businesses (assets and shares),
joint ventures, management buy-outs |
| 3. |
Shareholder
agreements, dispute resolution and strategizing offensive & defensive actions w/o litigation |
| 4. |
Distribution and
licensing, new product introduction and commercialization |
| 5. |
Private club advisory; governance, member & employee issues,
corporate structure, liability avoidance. |
For example:
| • |
Acted for purchasers in shotgun buy-sells |
| • |
Strategized & implemented a difficult de-franchising &
re-organization |
| • |
In separate deals, acted for vendors
and purchasers in share sales and financings for service
businesses |
| • |
Acted for equipment lessor in $20M
bulk lease facility |
| • |
Retained as corporate advisor on Court-directed winding-up |
| • |
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 |
| • |
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-motivated re-orgs. |
| • |
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 over
8 years. |
| • |
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: |
|
|
|
|
Member of
Oakville Mayor’s Election Rebate Task Force |
|
|
Director & Secretary, Halton Junior Achievement |
|
|
Chair, Oakville Chamber of Commerce International Trade Committee |
|
|
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
racing/lapping, vintage racing |
|
|
Oenophile of sorts, especially big, multi-level reds (Pauliacs,
Marguax, Zins) |
|
|
Collectible refinishing, business & political
biographies, writing |
|
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