Gary S.A. Solway

Partner

T: 416.777.6555 / E: solwayg@bennettjones.com

Toronto

Gary Solway is Managing Partner of the Technology, Media & Entertainment Group and is a member of the firm's Corporate Governance & Director Protection Practice Group. His practice focuses on all aspects of corporate/commercial, corporate governance, special committee and securities work, primarily for clients in the technology, media and entertainment fields. Gary also acts for both U.S. and Canadian private equity and venture capital investors and for foreign buyers acquiring Canadian businesses.

He advises clients on mergers and acquisitions, private and public financings, governance, shareholder arrangements, executive/employee compensation arrangements, director protection (including indemnities and D&O insurance), licensing and distribution agreements, international corporate structurings, corporate reorganizations, and private equity/venture capital fund formation. His clients range from technology startups to large TSX public companies. He regularly acts for independent/special committees of directors in connection with merger and acquisition transactions.

His corporate governance practice includes advising directors on issues involving risk identification, assessment and response, with a focus on cyber security issues.

Gary has been repeatedly recognized as a leading lawyer in corporate law, securities law, technology law and/or private equity law by Best Lawyers in Canada, the Canadian Lexpert Directory, the Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada, and the Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in Canada. Gary was also recognized in Lexpert's 2006 Guide to the 100 Most Creative Lawyers in Canada as one of the Top 40 Corporate Lawyers in Canada to Watch.

Gary is one of three co-lead authors of Directors' Duties in Canada, 7th Edition (2021), published by LexisNexis. He developed and is the lead instructor of the Council of Canadian Innovators' Level 3 Innovation Governance Program for directors. He also lectures on governance in the CVCA's Private Capital Governance Program. He is the author of numerous published articles on a wide variety of corporate law topics and he lectures frequently on topics related to the financing and sale of technology businesses.

Gary has been active as a director or officer of the CVCA, Canada's venture capital and private equity association since 2001. Gary is currently Secretary of the CVCA and Chair of the CVCA's Model Documents Committee. The Committee has created model documents for use in venture capital and private equity transactions which are available on the CVCA website. The Committee has recently annotated certain ILPA fund formation documents which are also available on the CVCA website.

Select Experience

Blue Ant Media in its go-public transaction by way of reverse takeover of Boat Rocker Media
Klick Health in the spin out and financing of Sensei Labs division and its acquisition of Peregrine Market Access
Book4Time in its US$150-million sale to Agilysys
CrowdCare Corporation dba Wysdom.AI in its sale to Calabrio, a portfolio company of Thoma Bravo
Clearpath Robotics, a leader in autonomous robotics, in its sale to Rockwell Automation
Connected Lab in its acquisition by Thoughtworks
ecobee in the US$770-million acquisition by Generac Holdings Inc. of all of ecobee Inc.'s outstanding securities by way of a plan of arrangement under the Canada Business Corporations Act
TELUS in numerous private, technology-focused, M&A acquisitions throughout Canada and the United States
Blue Ant Media in its acquisition of numerous specialty television assets, other M&A matters, credit facilities and convertible debt financings, shareholder financings and arrangements, employment matters, and intellectual property matters
ecobee in its $127-million Series C financing that included foreign-based venture capital investors, and related matters, its M&A acquisitions, and convertible note financings
Clearpath Robotics in numerous matters, including financings that included Canadian and U.S.-based venture capital investors, and its credit facility with Silicon Valley Bank
Daisy Intelligence in various financings and related matters, including its Class A round and its credit facility with Scotiabank
Nuralogix in its formation, acquisition of intellectual property assets, and various financings.
Book4Time in M&A financing and licensing matters, including its acquisition by a U.S. private equity firm
Opus One Energy Solutions in M&A and financings, including its acquisition by GE Digital
Board of Directors of Sears Canada in Sears' CCAA proceedings, one of the largest court-supervised liquidations in Canadian history
Klick Health in connection with various matters including the spin out and financing of Sensei Labs division
Sino-Forest, in all Canadian matters relating to or resulting from fraud allegations made against it after June 2011
Canadian Venture Capital Association, as a former Director, current Secretary and Chair of the Model Documents Committee, and in numerous legal matters, including negotiating the exemption of venture capital and private equity firms from the Canadian registration regime
RuggedCom, in its defence of an unsolicited take-over bid by Belden and subsequent supported acquisition by Siemens by way of takeover bid for approximately $440 million
Alliance Atlantis Communications (Board and Special Committee), in the $2.3 billion sale of the company by way of plan of arrangement to Canwest, Goldman Sachs Capital Partners and EdgeStone Capital Partners
Alliance Atlantis Communications, in the sale of Movie Distribution Income Fund's 49 percent indirect interest in Motion Picture Distribution LP
Alliance Atlantis Communications, in the initial public offering of Atlantis Communications; the combination with Alliance Communications to form Alliance Atlantis Communications; the $156 million initial public offering of trust units for Movie Distribution Income Fund; a $138 million cross-border equity offering in Canada and the US; a $150 million PIPE provided by a German investor; the $75 million acquisition of TSX-listed Salter Street Films; the US$205 million high yield bond financing; and other governance, corporate and securities matters
Can Art Aluminium, in its acquisition by TorQuest Equity Partners and its joint venture with Constellium
Board of Directors of AlarmForce Industries, in its $184-million acquisition by BCE
Sym-Tech, in its acquisition by Amynta
Telax Voice Solutions, in its acquisition by Intermedia.Net Technologies
Clipwire Games, in its strategic relationship with AppLovin
Premise LED, in its sale to a strategic acquiror
Venture capital firm, Round 13 Capital, in connection with numerous investments
Connected Lab, in an investment by a venture capital firm and its sale to a strategic acquiror
Sale of a medical clinic to a strategic acquiror
Flo Partners, in its sale to strategic U.S. acquiror
A major U.S. investor in North (formerly Thalmic Labs), in a convertible note financing and M&A matters
Well.ca, a venture-backed private online merchant, in its acquisition by McKesson
Various venture capital investors in the sale of venture-backed Rubikloud
Unata, a venture-backed private software company, in its acquisition by Instacart
Whitecap, on its investment in and disposition of its interest in Clearwater Clinical and Irystec
OrderDynamics, in connection with its sale, and related matters
OMERS Ventures, in its investment in Accerta Analytics
Destiny Solutions, in its sale to private equity firm Riverside Partners
Certain venture capital investors in a financing of Scribblelive
Accelerator One Eleven, in its reorganization
iMD Health, in financing and M&A matters
A not-for-profit association in director election issues and governance matters
A school board in a cyber security breach matter
Leaders Fund, in investments in Influitive, 360incentives, TopHatMonocle and Crowdriff
Round13, in a number of its investments
Sightline Innovations, in financing matters
An investor in a convertible note financing of Q4 Inc.
An Ontario trust company in cyber security and privacy advice
A Canadian bank in cyber security governance advice
Orderit.ca, in its acquisition by JUST EAT Canada
Esna Technologies, a private software company, in its acquisition by Avaya
Surfeasy, a venture-backed private software company, in its acquisition by Opera Software
Point72 Ventures, as Canadian counsel in its investment in Flybits
Cognos, in securities laws matters, director and officer indemnity and insurance program, M&A matters, corporate governance, and other corporate matters
VenGrowth Management, on the sale of the VenGrowth Funds to Covington
Bessemer Venture Partners, as Canadian counsel, in its venture investment in Shopify
QuIC Financial Technologies, a venture-backed private software company, in its acquisition by Markit Group
Cimtek, a venture-backed private engineering services firm, in its acquisition by US-based Circuit Check
RuggedCom, in its $46-million initial public offering, M&A matters (including its acquisition of an Israeli wireless networks company), governance matters and general corporate and securities matters
BlackBerry Partners Fund Limited Partners (including Royal Bank of Canada, Thomson Reuters and Research In Motion), in the formation of Fund I and Fund II
Canadian Football League, in numerous franchise transactions and Grey Cup and other licensing matters
PSE Sports & Entertainment LP (Jim Balsillie), in its attempt to acquire the Phoenix Coyotes and Pittsburgh Penguins
DALSA, in advising DALSA senior management on the acquisition by Teledyne
Somerset Entertainment Income Fund (Special Committee), in the friendly takeover bid by Fluid Music Canada
Burntsand (Board and Special Committee), in the friendly takeover bid by Open Text
Public Storage Canadian Properties (Special Committee), in the initially hostile takeover bid by the controlling unitholder
SMART Technologies, in its $600 million cross-border initial public offering
Skymeter, in various startup and angel financings and shareholder arrangements
SkyPower Wind Energy Fund LP, in the sale of its Terrawinds wind energy project near Riviere-du-Loup, Quebec and related assets for approximately $300 million
Globalive (WIND Mobile), in distribution agreements
SkyPower, in the acquisition of a minority stake by HSH Nordbank AG
Triversity, a venture-backed private software company, in its acquisition by SAP
DWL, a venture-backed private software company, in its acquisition by IBM
Formation of private equity/venture capital funds for Priveq, Ventures West, VenGrowth, McLean Watson and others
Husky Injection Molding Systems, in securities matters, loan facilities and corporate governance
Workbrain, in its initial public offering
Critical Path, in its acquisition of DocSpace in an exchangeable share transaction
Synacor, Inc., in its acquisition of Carbyn

Recent Recognitions

The Legal 500 Canada

Recommended, Technology
Canadian Legal Lexpert Directory

Consistently Recommended, Corporate Commercial Law; Corporate Mid-Market; Technology Transactions
Repeatedly Recommended, Corporate Finance & Securities; Private Equity
Best Lawyers in Canada

Recognized for Corporate Law and Technology Law
Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in Canada

Recognized as a leading lawyer in the area of Technology Transactions
Lexpert Special Edition—Canada's Leading Finance and M&A Lawyers

Recognized as a leading Finance and M&A lawyer
Lexpert Special Edition on Technology and Health

Recognized as one of Canada's leading lawyers in Technology and Health
LexisNexis Martindale-Hubbell

BV Distinguished Peer Review Rating

Recent Insights, News & Events

Blue Ant Media Announces Go-Public Transaction By Way of Reverse Takeover of Boat Rocker Media
Client Work / March 27, 2025
Blue Ant Media, a privately owned company controlled by Michael MacMillan, announced on March 24, 2025, that it has entered into a definitive agreement pursuant to which Blue Ant will go public via a reverse takeover (RTO) of Boat Rocker Media.
Incorporation Forum Shopping in Canada: Considerations for Canadian Tech Startups
Guides / February 27, 2025
Incorporation Forum Shopping in Canada: Considerations for Canadian Tech Startups, is a comprehensive guide designed to help Canadian technology startups navigate the complexities of choosing the right jurisdiction for incorporation.
Twenty-Seven Bennett Jones Lawyers Ranked in Lexpert's Special Edition on Finance and M&A
Announcements / April 18, 2024
Twenty-seven Bennett Jones lawyers are ranked in the April 2024 Lexpert Special Edition—Finance and M&A. The annual feature profiles Lexpert-ranked lawyers in in Corporate Finance, M&A and related practices.
Bennett Jones Lawyers Recognized in Best Lawyers in Canada 2024
Announcements / August 24, 2023
104 Bennett Jones lawyers have been recognized across 46 practice areas in the 2024 edition of Best Lawyers in Canada. The recognized lawyers work in Bennett Jones' offices across Canada in Calgary, Edmonton, Toronto and Vancouver, highlighting the firm's national expertise.
Wage-Fixing and No-Poaching Agreements Illegal on June 23, 2023
Blog / June 22, 2023
Canada's new criminal prohibition on wage-fixing and no-poaching agreements will come into force on June 23, 2023. These new provisions under subsection 45(1.1) of the Competition Act (the Act) were enacted last year but did not immediately come into force. The new laws will prohibit agreements between unaffiliated employers: to fix, maintain, decrease or control wages or other terms of employment; or to refrain from hiring or trying to hire one another’s employees.
Competition Bureau Seeks Feedback on Enforcement Guidance for Wage-Fixing and No-Poaching Agreements
Blog / February 03, 2023
Last year, the Competition Act was amended to make it a criminal offence for two or more unrelated employers to enter into wage-fixing or no-poaching agreements. These new provisions come into force on June 23, 2023, with the aim of allowing employers adequate time to assess and adjust their practices to avoid potential criminal repercussions under these new regulations.
Demise of the Restrictive Covenant?
Blog / October 14, 2022
Recent amendments to the Employment Standards Act, 2000 (Ontario) and the Competition Act (Canada) may be sounding the death knell for certain restricted covenants in Ontario—both non-competition covenants given by employees, and non-solicitation of employees covenants given by anyone.
Court Decision Highlights "Nominee" Director Issues
Blog / September 21, 2022
The recent Ontario Superior Court of Justice decision in Centerra Gold Inc. v. Bolturuk [Centerra] reported on August 26, 2022, highlights important duties of "nominee" directors—directors who have been appointed by a specific shareholder or class of shareholders.
Why Ontario Employers Should Review Employment Contracts Now
Blog / August 17, 2022
It is common practice for technology companies to use standard form employment contracts for all staff. If these contracts have not been updated in the last six months to reflect recent changes in the law, there is a very good chance that some of its key terms are no longer enforceable in Ontario.
Ten Takeaways for Buyers and Sellers in Private M&A Transactions
Articles / July 22, 2022
Gary Solway, Munaf Mohamed, John Mercury, Michael Mysak and Paul Romaniuk write "Ten Takeaways for Buyers and Sellers in Private M&A Transactions" in CVCA Central.
Lexpert’s Leading Canadian Tech and Health Lawyers
Announcements / June 20, 2022
Twenty-two Bennett Jones lawyers are ranked in the Lexpert special edition of Canada’s Leading Tech and Health Lawyers. The issue profiles Lexpert-ranked lawyers in business-related litigation and appears in June’s Report on Business Magazine in the Globe and Mail.
32 Bennett Jones Lawyers in Lexpert's Special Edition on Finance and M&A
Announcements / April 20, 2022
Thirty-two Bennett Jones lawyers are ranked in the 2022 Lexpert Special Edition – Canada's Leading Finance and M&A Lawyers. This annual feature profiles Lexpert-ranked lawyers in in Corporate Finance, M&A and related practices and appears in the April issue of the Globe and Mail’s Report on Business Magazine.
Bennett Jones' Best Lawyers in Canada 2022
Announcements / August 26, 2021
146 Bennett Jones lawyers have been recognized across 48 practice areas in the Best Lawyers in Canada 2022 edition, with 44 lawyers having earned recognition in multiple practice areas. The recognized lawyers work in Bennett Jones' offices across Canada in Calgary, Edmonton, Toronto and Vancouver, highlighting the firm's national expertise.
Ten Takeaways for Private M&A Sellers and Buyers in Canada from Recent Court Decision
Blog / August 09, 2021
A private M&A purchase agreement customarily includes extensive representations and warranties and indemnification provisions. Post-closing, if the buyer alleges a breach of those provisions claiming significant damages, and the seller disputes that allegation, that dispute could end up before the courts for resolution.
36 Bennett Jones Lawyers in Lexpert's Special Edition on Finance and M&A
Announcements / April 16, 2021
Thirty-six Bennett Jones lawyers are ranked in the 2021 Lexpert Special Edition – Canada's Leading Finance and M&A Lawyers.
Invest Canada Webinar Series: Myths about U.S. VC Participation in Canadian Deals
Speaking Engagements / September 16, 2020
Gary Solway of Bennett Jones and Jocelyn Blanchett of KPMG present a webinar discussing the myths of U.S. venture capital participation in Canadian Deals. The Invest Canada Webinar Series is presented by the CVCA.
Fifteen Bennett Jones Lawyers in Lexpert's Special Edition on Technology
Announcements / May 13, 2020
Fifteen Bennett Jones lawyers from the firm's Calgary, Edmonton, Toronto and Vancouver offices are featured in Lexpert's Special Edition: Technology.
New Diversity Disclosure Requirements for Public CBCA Corporations
Blog / August 15, 2019
Public corporations incorporated under the Canada Business Corporations Act (CBCA) will soon be required to report the diversity of their directors and senior management. Effective January 1, 2020, public [...]
136 Lawyers in Canadian Legal Lexpert Directory
Announcements / May 06, 2019
136 Bennett Jones lawyers have been ranked in the annual edition if the Canadian Legal Lexpert Directory in 49 practice areas in our offices across Canada. Bennett Jones received 26 lawyer rankings in the highest category of Most Frequently Recommended:
22 Bennett Jones Lawyers in Leading 500 in Canada
Announcements / December 12, 2018
Twenty-two Bennett Jones lawyers are recognized in The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada. The directory profiles the most frequently recommended lawyers across Canada, identified via an extensive, annual peer survey.
New Rules for CBCA Companies
Blog / May 17, 2018
Companies incorporated under the Canada Business Corporations Act (CBCA) will need to consider new rules regarding director elections, diversity disclosure, shareholder communications and other matters. [...]
M&A – What to Expect and How to Prepare
Speaking Engagements / May 09, 2018
Gary Solway presents "M&A – What to Expect and How to Prepare" at the Plaza Ventures Summit.
Deloitte Next Generation CIO Academy
Speaking Engagements / July 11, 2017
Gary Solway presents, "Building Relationships with Boards," at Deloitte University's Next Generation CIO Academy.
Cybersecurity: 2017 Report & 2016 Reflections
Updates / February 08, 2017
In 2016, cybersecurity continued to grow as a primary business risk for companies worldwide. Data breaches continued to escalate both in number and magnitude and the landscape of legal and regulatory liability evolved and expanded. In this report, the Bennett Jones Cybersecurity team analyses the key events in 2016 with a view to those issues that should be front and centre for companies and their directors in 2017.
Gary Solway in Canadian Lawyer on Bill C-25
In The News / January 31, 2017
Gary Solway comments in Canadian Lawyer on the federal government's Bill C-25, which would amend the Canada Business Corporations Act. Gary says that of the many submissions the government received over a wide variety of topics, “very little is in this act. It kind of feels like . . . an administrative bill as opposed to a bold new direction or massive modernization of our corporate legislation. The government has said there’s more to come, and that’s what I think people are waiting for.” Modernizing Federal Corporate Law
Third Annual CICMA - CIAA - CDL - Joint Seminar
Speaking Engagements / October 26, 2016
Gary Solway presented "Cyber Liability – Recent Cases" at the Third Annual CICMA - CIAA - CDL - Joint Seminar at Toronto, ON.
Amendments to the Canada Business Corporations Act
Blog / October 05, 2016
On September 28, 2016, the Government of Canada tabled proposed amendments to the Canada Business Corporations Act (CBCA). Corresponding amendments are proposed for the Canada Cooperatives Act and the [...]
Ontario Medical Association, EMR Every Step Conference
Speaking Engagements / September 22, 2016
Gary Solway presented "Cyber Liability - Victim or Culprit?" at the Ontario Medical Association, EMR Every Step Conference, in Toronto, Ontario.
Directors' Duties in Canada, 6th ed.
Articles / April 06, 2016
Members of Bennett Jones were involved in the writing of various chapters of Directors' Duties in Canada, 6th ed., edited by Barry Reiter and published in Canada by CCH Canadian Limited, including Hugo Alves, Milos Barutciski, Melissa Birman, Stephen Burns, Carl Cunningham, Geoffrey Dyer, Len Griffiths, Bruce Hibbard, Mark Jewett, Martin Kratz, Jeff Leon, Brad Markel, Jesslyn Maurier, Murray Perelman, Raj Sahni, Susan Seller, Gary Solway, Bill Vass, and Claire Webster.
Federated Press - 21st Negotiating and Drafting Major Business Agreements Course
Speaking Engagements / October 07, 2015
Gary Solway presented on "Negotiating Shareholders' Agreements".
Cyber Security for Canadian Directors in the Wake of Ashley Madison
Articles / October 01, 2015
The August release of the purported names and other details of over 35 million customers of Ashley Madison, an adulterous liaison website operated by a Toronto-based company, has once again brought home to Canada the risks in using computer networks to carry on business.
CRIMS - Live Through Your First Cyber Breach
Speaking Engagements / September 29, 2015
Gary Solway presented at CRIMS "Live Through Your First Cyber Breach", in Quebec along with Jacqueline Detablan, Vice President, Regional Professional Liability Manager, AIG and Kevvie Fowler, Partner, KPMG LLP.
Federated Press - M&A Agreements Course 2015
Speaking Engagements / September 25, 2015
Gary Solway presented at the M&A Agreements Course, hosted by Federated Press, in Toronto, ON.
More Provinces Crowd into Crowdfunding, but Not Yet Ontario or Alberta
Updates / May 25, 2015
On May 14, 2015, the securities regulators of British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick and Nova Scotia (the Crowdfunding Jurisdictions) announced that they have implemented, or expect to implement, exemptions that will allow Canadian start-ups and early-stage companies to raise capital through crowdfunding. The Ontario Securities Commission (OSC) expects to announce its own crowdfunding rules in the Fall of 2015.
Institute of Corporate Directors Seminar
Speaking Engagements / April 28, 2015
Institute of Corporate Directors (ICD) Seminar on "Cyber Security" presented by Gary Solway, Kevvie Fowler and David Price on April 28, 2015
Bennett Jones Academy Series
Speaking Engagements / April 22, 2015
Gary Solway presented at the Bennett Jones Academy Series on "Cyber Security for Directors and Officers - Protect Your Organization, Protect Yourself" on April 22, 2015
Why (Certain) Lawyers Make Good Board Directors—The Case against Professional Profiling Prejudice
Articles / December 19, 2014
William Shakespeare's famous quote dates from the 16th century and remains a widely held view in certain circles. Our recent experience suggests that many board nominating committees seem to share this sentiment (figuratively, fortunately): being a lawyer, or even having legal training, is often perceived to detract from a potential director's candidacy. We think it's time to examine what's good and what's bad about lawyers sitting as directors on non-client boards. Published in Corporate Governance, Federated Press, November 2014.
Some Lessons for Directors From Sino-Forest
Articles / November 01, 2014
Sino-Forest was a TSX-listed company, with a $6 billion market capitalization, that became a worthless stock as a result of allegations of fraud made against it by a short seller in June 2011. At the time, Sino-Forest was a Canadian-incorporated forestry company, headquartered in Mississauga but operating primarily in China. Most of its assets and employees, including most of its management team, were in China. Published in Corporate Governance, Federated Press, November 2014.
Gary Solway in the Globe and Mail on RBC's Reputational Risk
In The News / October 29, 2014
In the Globe and Mail article by Niall McGee, "Loose Talk Prompted RBC to Withdraw From Alibaba IPO," Gary Solway comments on RBC's unfortunate misstep prior to Alibaba's IPO which forced the bank to withdraw as a co-managing underwriter.
Gary Solway in the Globe and Mail on IPOs
In The News / October 27, 2014
In the Globe and Mail article by Niall McGee, "Why Going Public Is Like Getting Married," Gary Solway comments on the process of preparing for an initial public offering.
Federated Press - 19th Negotiating and Drafting Major Business Agreements Course
Speaking Engagements / October 07, 2014
Gary Solway presented on "Negotiating Shareholders' Agreements".
Federated Press - M&A Agreements Course 2014
Speaking Engagements / September 16, 2014
Gary Solway presented on "Indemnification Provisions".
Warning Signs for Directors and What You Should Do About Them
Articles / July 01, 2014
In our experience as board directors and advisors, we have seen many issues that have threatened or led to the demise of a company. Warning signs are often present in these circumstances and heeding them may help prevent disaster, protecting both the company and the directors. Published in the July/August edition of the Director Journal, a publication of the Institute of Corporate Directors (ICD).
Gary Solway in Lexpert/ROB Special Edition on Crowdfunding Cap
In The News / June 01, 2014
In the Lexpert/Report on Business Special Edition - Canada's Leading Corporate Lawyers article by Sandra Rubin, "The Start-Up Economy," Gary Solway comments on the caps being established by securities regulators on crowdfunded investments.
Technology Fast 50 Community Event - Fast 50 VC Term Sheet Event
Speaking Engagements / April 23, 2014
Gary Solway presented on Venture Capital Term Sheets on a panel with Marizio Milani and Sid Paquette at Vancouver, BC.
Crowdfunding and Other New Prospectus Exemptions Proposed by the Ontario Securities Commission
Updates / March 27, 2014
On March 20, 2014, the Ontario Securities Commission (OSC) published for public comment four new prospectus exemptions intended to facilitate capital raising while maintaining investor protection.
Bennett Jones Top Toronto Law Firm for Technology Transactions
Announcements / January 07, 2014
American Lawyer and Lexpert magazines have ranked Bennett Jones as the top Technology Transactions Law Firm in Toronto for 2014 in the magazines' annual Guide to the Leading Lawyers in Canada.
Dual Class Shares – Good or Bad or Both?
Articles / December 19, 2013
Reiter, Barry and Solway, Gary, Dual Class Shares – Good or Bad or Both?, Federated Press, Volume IX, No. 4, 2013.
Technology Fast 50 Community Event - Venture Capital Term Sheets Workshop
Speaking Engagements / October 29, 2013
Gary Solway presented on Venture Capital Term Sheets on a panel with Jesslyn Maurier of Bennett Jones, Sid Paquette of OMERS Ventures and Maurizio Milani of Deloitte.
Federated Press - 17th Negotiating & Drafting Major Business Agreements Course
Speaking Engagements / October 16, 2013
Gary Solway co-chaired and presented on "Negotiating Shareholders' Agreements".
Federated Press - M&A Agreements Course
Speaking Engagements / September 24, 2013
Gary Solway presented on "Indemnification Provisions".
Finding and Caring for Trusted Advisors
Articles / September 17, 2013
While it may be true that the most important things a board does is hire and fire the CEO, the directors make other valuable contributions to their companies. One of these is to ensure that the company develops and maintains a network of advisors to help it manage the myriad of issues (frequently novel, and often beyond the experience of management) that the company will face in a world of increasing complexity. Published in the September 2013 edition (Issue 169) of the Director Journal, a publication of the Institute of Corporate Directors (ICD).
Look(s) Bad for Former Directors
Updates / July 08, 2013
In its decision in Cytrynbaum v. Look Communications Inc. released July 4, 2013, the Ontario Court of Appeal affirmed a lower court ruling that "advancement" by the corporation to Look's former directors, for advance funding of the directors' legal costs to defend against an action brought by the corporation, is subject to Court approval. The former directors had been sued by Look (at the behest of successor directors), and had sought advancement of consequent expenses under their indemnity agreements with Look. Look declined to advance the expenses, and the former directors sued for an order compelling payment. On the facts as found, the trial Court refused to order advancement, and the Court of Appeal upheld that decision.
Directors' Duties in Canada, 5th ed.
Articles / December 07, 2012
Members of Bennett Jones were involved in the writing of various chapters of Directors' Duties in Canada, 5th ed., edited by Barry Reiter and published in Canada by CCH Canadian Limited, including Hugo Alves, Melissa Birman, Corinne Bordman, Paul Cantor, Duncan Card, Jane Freeman, Len Griffiths, Martin Kratz, Jeff Leon, Jesslyn Maurier, Paul Moore, Murray Perelman, Raj Sahni, Susan Seller, Gary Solway, David Spencer, Bill Vass, Claire Webster and Zach Justein.
Federated Press - 15th Negotiating & Drafting Major Business Agreements
Speaking Engagements / October 29, 2012
Gary Solway presented on "Negotiating Shareholders' Agreement", including unanimous vs. non-unanimous shareholders agreements, and governance and control issues.
22nd Annual Securities Superconference - Securities Regulation and Compliance
Speaking Engagements / October 23, 2012
Gary Solway presented on "Overcoming Regulatory Barriers Concerning Capital for Small and Venture Issuers".
Federated Press - 7th Structuring Private Equity Transactions
Speaking Engagements / September 24, 2012
Gary Solway presented on "Structuring the Exit".
Gary Solway and Nicholas Fader Comment in Canadian Lawyer Magazine
In The News / June 26, 2012
In the Canadian Lawyer Magazine article, "CSA Eyes Exemptions Allowing Investors to Buy Securities Without a Prospectus," writer Helen Burnett-Nichols discusses the Canadian Securities Administrators' examination of two exemptions which facilitate investors to buy securities without a prospectus as a result of a review initiated in Fall 2011; the Accredited Investor (AI) and Minimum Amount exemptions. Gary Solway comments on capital raising n Canada. Nicholas Fader also adds that, in closings involving private placements for startup oil and gas issuers, it is often the case that financings rely almost exclusively on the AI exemption.
Just Say No May be Coming to Rights Plans in Canada
Updates / November 25, 2011
"Just say no" may soon be a reality for shareholders rights plans (also known as poison pills) in Canada. We understand that OSC Staff is contemplating proposing changes to the OSCs policies and decisions now governing the Canadian approach to rights plans. The approach under consideration is to allow shareholders to vote, either at the time a shareholder rights plan is adopted without any bid on the horizon, or at the time of a hostile bid, to authorize the Board to "just say no" to a bid rather than conducting a process leading to the eventual sale of the company to the hostile bidder or a white knight.
Insider Trading at Private Companies
Articles / February 10, 2011
If you thought insider trading laws only applied to publicly trade companies in Canada, you would be in good company. But you would be wrong. Published in the February 2011 issue of Lexpert magazine.
Special Committees – OSC says Process is Important
Updates / February 04, 2011
Directors who serve on special committees, and the companies that establish them, will want to read the final reasons of the Ontario Securities Commission in the Magna case (released yesterday). The OSC decision dealt with a transaction that was proposed to Magna shareholders to eliminate the company's dual class share structure.
When Commissions Overstep
Articles / December 01, 2010
Securities commissions are using a “public interest” rationale to undermine a company's ability to defend itself from a hostile take-over — and a recent court ruling actually supports them. Published in the November/December 2010 issue of Lexpert magazine.
Hostile Bids - You Can't Just Say No in BC
Updates / July 30, 2010
Directors contemplating their arsenal of takeover defences in Canada will want to read the attached full reasons of the BC Securities Commission, released yesterday, for cease trading the Lions Gate rights plan in April. That decision was upheld by the BC Court of Appeal a week later as not being “unreasonable”. The attached reasons expand on the summary reasons released in May by the majority of the panel. The written reasons of the third member of the panel have been promised but not yet released.
Recent D&O Case Shows Why Reviewing Policy is Important
Updates / July 26, 2010
The world of D&O insurance contains a number of strange and dangerous concepts. And the specific wording of D&O insurance policies is extremely important.
Getting the Law on Your Side
Articles / June 01, 2010
When it comes to protecting their company from former employees who know too much, employers may now have another tool to add to the carrot- and-stick toolbox. Published in the Summer 2010 edition of Private Capital Privé.
Take a Pill (or Two)
Articles / January 15, 2010
New rulings give public companies more tools than ever to defend against hostile takeovers. Published in the January 2010 issue of Lexpert magazine.
Directors' Duties in Canada, 4th ed.
Articles / June 01, 2009
Members of Bennett Jones' corporate governance group were involved in the writing of various chapters of Directors' Duties in Canada, 4th ed., edited by Barry Reiter and published in Canada by CCH Canadian Limited in 2009.
A Made-in-Canada Digital Strategy
Updates / March 30, 2009
The recent announcement by federal Heritage Minister James Moore of the creation of the Canada Media Fund (CMF) is a welcome sign that the federal government recognizes the need to address the protection of Canadian culture in the Internet age. But much more will be required if Canada is to hold its ground as a leading player in the coming years. We need a comprehensive strategy to enhance Canadian competitiveness in the digital economy, a strategy that includes but extends beyond a consideration of the role the federal government might play in promoting Canadian culture. Originally published in the National Post on March 30, 2009.
Impact of Market Volatility on Ontario's Securities Lawyers
In The News / October 20, 2008
Gary Solway comments on the impact of the global market, decreasing credit availability and the slowing volume of IPOs and other deals in "Lawyers confident in eye of storm," written by Helen Burnett-Nichols for Law Times.
Understanding Securities Registration Reform
Articles / September 22, 2008
On February 28, 2008, the Canadian Securities Administrators (CSA) released draft National Policy 31-103 and the related Companion Policy containing revised proposals designed to harmonize and streamline the securities registration regime throughout Canada. Gary Solway addresses some of the questions being raised about these proposed changes in the article, "Understanding Securities Registration Reform," published in the inaugural edition of Private Capital Privé (Fall 2008).
Lexpert's Top Deals of 2007
Announcements / January 22, 2008
Four Bennett Jones deals were recognized in Lexpert's Top 10 Corporate Deals of 2007: The $2.3-billion sale of Alliance Atlantis Communications Inc.'s outstanding shares, Marathon Oil Corp.'s $6.66-billion acquisition of Western Oil Sands Inc., Russian Machines' $1.5-billion investment in Magna International Inc., and Ontario Teachers' Pension Plan in connection with its proposed $266-million investment in the offer made in February 2007 by James Richardson International Limited for Agricore United. The firm also received recognition for its involvement in Royal Dutch Shell plc's $8.7-billion acquisition of the outstanding shares of Shell Canada (the largest going-private transaction in Canada to-date) and SSAB Svenskt Stal AB's US$7.7-billion acquisition of Ipsco Inc.
Technology Transactions: Recent Developments of Importance
Articles / January 01, 2008
Technology law continues to be dramatic and transformational as a result of changes in Canada's intellectual property, tax and mandatory privacy regulation. In this review we will see several examples of changes giving rise to new opportunities and new risks that affect the way enterprises in Canada manage the fast pace of changing technology and law. Other interesting and selected developments are also highlighted.
Automatic Share Disposition Plans
Updates / November 30, 2007
Insider trading rules and investor scrutiny of insider trading often make it difficult for insiders to buy or sell stock in their company. There is no formal safe harbour available in Canada, as there is under so-called 10b5-1 plans in the United States. But administrative practice allows for the establishment of similar pre-authorized trading programs, as long as specified program requirements are met and related disclosure questions are addressed. Published in the November/December 2007 issue of Lexpert magazine.
Technology Transactions: Recent Developments of Importance
Updates / March 13, 2007
Published in the 2007 Lexpert/ALM Guide to the Leading 500 Lawyers in Canada, ©Thomson Carswell.
Directors' Duties in Canada, 3rd ed.
Updates / December 01, 2006
The following members of the corporate governance group were involved in the writing of various chapters of Directors' Duties in Canada, 3rd ed., by Barry Reiter (CCH Canadian). Heather Forester was the book's editor.
Bennett Jones Welcomes Gary Solway to the Partnership
Announcements / June 19, 2006
Bennett Jones LLP is pleased to announce that Gary Solway has joined the firm as a corporate partner in the Toronto office.