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; 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

  • Private equity owners on C$230-million initial public offering of common shares by Stelco Holdings Inc. on the Toronto Stock Exchange

  • Underwriters on 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 family of funds on six initial public offerings of an aggregate of US$355-million of limited partnership units on the TSX Venture Exchange

Other Prospectus Offerings

  • The Descartes Systems Group Inc. on its US$147-million offering of common shares

  • WPT Industrial REIT on a US$126.6-million offering and concurrent secondary offering and 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

  • Private equity owners on a C$217.5-million secondary offering of common shares of Stelco Holdings Inc.

  • Underwriters on US$1.1-billion offerings of subordinate voting shares by Shopify Inc., C$253.3-million offerings of subscription receipts and trust units of Sienna Senior Living Inc.; C$132-million offering of subscription receipts and convertible debentures by Slate Office REIT, and C$77.6-million offering of convertible debentures by Liquor Stores N.A. Ltd.

AWARDS & RECOGNITION

Matthew is ranked as a leading lawyer in the following publications:

  • Chambers Canada: Canada's Leading Lawyers for Business 2018 (REITs)

  • Acritas Stars 2017 and 2016: Independently Rated Lawyers (Nominated as a stand-out lawyer by senior in-house counsel)

PUBLICATIONS
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Panellist: Corporate Governance and Shareholder Activism
Business Class Seminar, February 2018.
Quoted: Federal bill on corporate boards gets amendments
Article by Dale Smith, Law Times, February 5, 2018.
Blakes Bulletin on Capital Markets, January 15, 2018.
Blakes Bulletin on Corporate Governance, November 15, 2017.
Co-author: CSA Reports Another Small Step for Women; Still No Giant Leap for Humankind
Canadian Securities Law News, No. 286, Lexis Nexis, November 2017.
Blakes Bulletin on Corporate Governance, October 31, 2017.
Blakes Bulletin on Capital Markets, January 31, 2017.
Co-author: Nominee Directors: Rights and Responsibilities
Canadian Corporate Counsel: A Practical Reference for Corporate, Municipal and Crown Counsel, Vol. 26, No. 2, Canada Law Book, December 2016.
Blakes Bulletin on Corporate Governance, October 5, 2016
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: Top Issues For Boards In 2016
Blakes Trends and Insights, April 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.
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PROFESSIONAL APPEARANCES
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Panellist: Managing Enterprise Risk: Spotlight on Directors’ and Officers’ Liability
Business Class Seminar, December 2017.
Panellist: Strategies for Executive Compensation Blakes
Business Class Seminar with Willis Towers Watson, September 2017.
Speaker: Understanding Corporate Governance
National Conference: Agents of Change (Spring Training Camp), Canadian Corporate Counsel Association, Toronto, Ontario, April 2, 2017.
Speaker: Recent CSA/OSC Developments Concerning Financial Disclosure
Infonex CSA/SEC Conference, Toronto, Ontario, September 28, 2016
Panellist: Effective disclosure: creating value. How can streamlining financial and sustainability reporting creates value for companies, investors and regulators?
Ernst & Young, Montreal, Quebec, September 21, 2016
Participant: Managing Complex Legal Relationships
Toronto, Ontario, September 20, 2016
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.
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MEDIA APPEARANCES
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Quoted: A peek at what lies ahead for the 2018 proxy season
Article by Barry Critchley, National Post, Financial Post, FP Street, January 17, 2018.
Quoted: To Tweet or not To Tweet
Article by Brian Burton, Lexpert Magazine, July/August 2017.
Quoted: CSA Sheds Welcome Light on Social Media Use for Canadian Disclosure
Article in IR Leader, Canadian Investor Relations Institute, Vol. 27, Issue 2, 2017.
Quoted: CSA's proxy voting protocols provide fresh guidance
Article by Julius Melnitzer, Lexpert, February 7, 2017.
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.
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