Matthew Merkley
Partner | Toronto
Toronto: 416-863-3328

Matthew represents clients in a wide variety of capital markets transactions and securities regulatory matters. He has acted for issuers and underwriters in initial public offerings and other Canadian and cross-border public offerings of equity and debt. He also has expertise in advising public issuers and their boards on various matters, including with respect to: governance, compensation and disclosure; normal course, program share repurchase and substantial issuer bids; and dual-class share structures.

Matthew is the Co-Head of Blakes Toronto's Corporate Governance Practice.

SELECT EXPERIENCE

Representative transactions include advising:

Initial Public Offerings

  • Spin Master Corp. on its C$253-million initial public offering of subordinate voting shares on the Toronto Stock Exchange

  • Underwriters on US$151-million initial public offering of subordinate voting shares by Shopify Inc. on the Toronto Stock Exchange and New York Stock Exchange and C$81-million initial public offering of trust units by Automotive Properties REIT on the Toronto Stock Exchange

  • Starlight U.S. Multi-Family Core Fund and related issuers on four initial public offerings of an aggregate of US$181-million of limited partnership units on the TSX Venture Exchange

  • TransGlobe Apartment REIT on its C$247-million initial public offering of trust units on the Toronto Stock Exchange

Other Equity Offerings

  • H&R REIT on five offerings of an aggregate of C$835-million of trust units and TransGlobe Apartment REIT on its C$58-million offering of trust units and two offerings of an aggregate of C$305-million of subscription receipts exchangeable for trust units

  • The Descartes Systems Group Inc. on its US$147-million offering of common shares in Canada and the U.S.

  • WPT Industrial REIT on its US$84-million offering and concurrent private placement of trust units
  • Spin Master Corp. on its C$65-million offering of subordinate voting shares, in conjunction with a C$65-million secondary offering of subordinate voting shares by the company's founders
  • Underwriters on C$28-million secondary offering of common shares of Alliance Grain Traders Inc. by The Carme Trust, C$21-million offering of subscription receipts by Aston Hill Financial Inc. and C$12.6-million offering of trust units by True North Commercial REIT

Debt Offerings

  • Caterpillar Financial Services Limited on seven offerings of an aggregate of C$2.8-billion of medium term notes and its C$1.5-billion commercial paper program

Substantial Issuer Bids

  • Celestica Inc. on its US$350-million and US$175-million issuer bid repurchases and cancellation of subordinate voting shares
PUBLICATIONS
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Co-author: Nominee Directors: Rights and Responsibilities
The American Lawyer, October 2016.
Author: Canadian Securities Laws, Issuer Websites and Social Media: Do The Evolution
Blakes Business Class - Viewpoint, August 25, 2016.
Blakes Bulletin on Corporate Governance and Women, June 14, 2016.
Blakes Bulletin on Capital Markets, February 4, 2016.
Co-author: The Balancing Act: Directors' Duties in Canada vs. the U.S.
The Directors Manual, Lexis Nexis, pg 3204, 2016.
Blakes Bulletin on Capital Markets, January 6, 2016.
Co-author: Cybersecurity Risks in Canada: Directors and Officers Should Stop, Collaborate and Listen
Bloomberg BNA World Securities Law Report, Vol. 21, No. 12, December 2015.
Author: Dual Class Share Structures Back In Spotlight
Corporate Financing Journal (Federated Press), Vol. XX No. 2, November 2015.
Blakes Bulletin on Corporate Governance and Cybersecurity, October 19, 2015.
Blakes Business Class - Trends and Insights, September 2015.
Blakes Bulletin on Corporate Governance/Corporate & Commercial, August 2015.
Co-author: The Balancing Act: Directors' Duties in Canada vs. the U.S.
The American Lawyer / Corporate Counsel magazine, June 2015.
Co-author: Applying Canadian Securities Laws to Social Media
The Canadian Legal Lexpert Directory, 2015.
Co-author: Disclosure of REIT Distributions Scrutinized - Ontario Securities Commission Calls for More Information
Canadian Property Management, Vol. 30 No. 1, March 2015.
Co-author: Prospectus Offerings: 5 Questions Issuers Need to Consider and Prospectus Offerings: 5 More Questions Issuers Need to Consider
Corporate Securities and Finance Law Report (Lexis Nexis), Vol. 20 No. 1, January/February 2015.
Co-author: Debt Capital Markets in Canada: Regulatory Overview Multi-jurisdictional Guide to Capital Markets Law
Practical Law Company, February 2015.
Blakes Bulletin on Capital Markets, February 2015
Co-author: Applying Canadian Securities Laws to Social Media: A Square Peg in a Round Hole (OWTTE)
Blakes Business Class Insights, January 2015.
Blakes Bulletin on Capital Markets, November 2014.
Blakes Bulletin on Capital Markets/Mergers & Acquisitions, November 2014.
Co-author: Equity Capital Markets in Canada: Regulatory Overview
Multi-jurisdictional Guide to Capital Markets Law, Practical Law Company, November 2014.
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PROFESSIONAL APPEARANCES
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Speaker: Enterprise Risk - Minimize Probability
Mitigate Impact Canadian Corporate Counsel Association Webinar, June 8, 2016
Panellist: Non-GAAP Measures: Explore the Benefits, Risks and Future from the Preparer
User and Regulatory Perspectives Chartered Professional Accountants of Canada, The One National Conference 2015, Toronto, Ontario, September 29, 2015.
Panellist: Securities Law: Year in Review
Blakes Business Class Seminar, September 2015.
Speaker: Understanding Corporate Governance
Canadian Corporate Counsel Association 2015 Spring National Conference (Lex Mundi Training Camp), Toronto, Ontario, April 19-21, 2015.
Speaker: Social Media: Managing the Impact on Securities Markets
The OsgoodePD Webinar Series: Managing The Legal and Business Risks of Social Media, October 22, 2014.
Panellist: Securities Law: Year in Review
Blakes Business Class Seminar, September 2014.
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MEDIA APPEARANCES
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Mentioned: Why do dual-class share structures persist? Because they work
Article by Adrian Myers, Globe and Mail, Streetwise, February 11, 2016.
Mentioned: Four lawyers named to OSC's Continuous Disclosure Advisory Committee
Article by Julius Melnitzer, National Post, Financial Post, Legal Post, March 21, 2016.
Quoted: Dual class shares no stranger to TSX
Article by Barry Critchley, National Post, Financial Post, FP Street, September 9, 2015.
Quoted: TSX Arms Shareholders With New Board Voting Rules
Article by Karlee Weinmann, Law 360, February 19, 2014.
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