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: governance, compensation and disclosure; normal course, program share repurchase and substantial issuer bids; and dual-class share structures.

SELECT EXPERIENCE

Representative transactions include advising:

Initial Public Offerings

  • Underwriters on US$151-million initial public offering of common shares by Shopify Inc. on the Toronto Stock Exchange and New York 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
  • Capital Power Corporation on its C$500-million initial public offering of common shares 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.
  • 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

  • H&R REIT on six offerings of an aggregate of C$950-million of senior unsecured debentures and three offerings of an aggregate of C$340-million of convertible unsecured subordinated debentures and TransGlobe Apartment REIT on its C$50-million offering of extendible convertible unsecured subordinated debentures.
  • Caterpillar Financial Services Limited on seven offerings of an aggregate of C$2.8-billion of medium term note offerings and C$1.5-billion commercial paper program

Reorganizations and Substantial Issuer Bids

  • Celestica Inc. on its US$350-million and US$175-million issuer bid repurchases and cancellation of subordinate voting shares
  • Granite REIT on its conversion from a corporation to a stapled unit real estate investment trust structure
PUBLICATIONS
Show Past:
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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: 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: Disclosure of REIT Distributions Scrutinized - Ontario Securities Commission Calls for More Information
Canadian Property Management, Vol. 30 No. 1, March 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.
Co-author: Prospectus Offerings: 5 Questions Issuers Need to Consider
Canadian Securities Law News, Wolters Kluwer CCH, No. 249, October 2014.
Blakes Bulletin on Capital Markets, September 2014.
Blakes Bulletin on Capital Markets, February 2014.
Blakes Bulletin on Capital Markets and Corporate Governance, December 18, 2013.
Blakes Bulletin on Corporate Governance, July 2013.
Blakes Bulletin on Corporate Governance, July 2013.
Co-author: 2013 Proxy Advisory Voting Guidelines: Matters to Consider
Corporate Governance Report (Lexis Nexis), Vol. 8 No. 1, March 2013.
Blakes Bulletin on Capital Markets, January 2013.
Co-author: TSX Adopts and Proposes New Director Election Requirements
Corporate Governance Report (Lexis Nexis), Vol. 7 No. 4, December 2012.
Blakes Bulletin on Securities Regulation, October 2012.
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PROFESSIONAL APPEARANCES
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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.
Panellist: Preparing for Proxy Season
Blakes Business Class Seminar, January 2013.
Panellist: Securities Law: Year in Review
Blakes Business Class Seminar, September 2012.
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MEDIA APPEARANCES
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Quoted: TSX Arms Shareholders With New Board Voting Rules
Article by Karlee Weinmann, Law 360, February 19, 2014.
Quoted: Choice Properties REIT Lifting IPOs Above TSX: Corporate Canada
Article by Eric Lam, Bloomberg, July 15, 2013.
Quoted: Canadian boards slow to embrace diversity
Article by Julius Melnitzer, National Post, Financial Post, Legal Post, May 29, 2013.
Mentioned: TSX-Listed Companies Face Pressure to Alter Director Voting
Article by Barbara Shecter, National Post, Financial Post, Legal Post, August 22, 2012.
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