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 (and subsequent prospectus offerings)

  • Underwriters on a US$151-million initial public offering of subordinate voting shares by Shopify Inc. on the Toronto Stock Exchange and New York Stock Exchange (and subsequent prospectus offerings)

  • Private equity owners on a C$230-million initial public offering of common shares by Stelco Holdings Inc. on the Toronto Stock Exchange (and subsequent prospectus offerings)

  • Underwriters on a C$230-million initial public offering of trust units by Minto Apartment REIT on the Toronto Stock Exchange (and subsequent prospectus offerings)

  • Underwriters on a 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

  • NADG NNN REIT in connection with its up to US$50-million initial public offering of unlisted trust units

Other REIT / REOC Public Offerings

  • WPT Industrial REIT on a US$135-million offering, a US$126.6-million offering and concurrent secondary offering, and a US$84-million offering and concurrent private placement of trust units

  • H&R REIT and H&R Finance Trust in connection with many offerings of stapled units, convertible debentures and senior unsecured debentures

  • Underwriters on C$253.3-million and C$160-million offerings of subscription receipts and trust units of Sienna Senior Living Inc.

  • Underwriters on a C$132-million offering of subscription receipts and convertible debentures by Slate Office REIT

Other Prospectus Offerings

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

  • Underwriters on C$55-million and C$40-million offerings of convertible unsecured subordinated debentures by North American Construction Group Ltd.

  • Underwriters on a C$77.6-million offering of convertible debentures by Liquor Stores N.A. Ltd.

  • Caterpillar Financial Services Limited on offerings of an aggregate of C$3.4-billion of medium term notes

Other Strategic Transactions

  • Power Financial Corporation on its C$1.65-billion repurchase and cancellation of common shares pursuant to a substantial issuer bid and its tendering into Great-West Lifeco Inc.’s C$2-billion substantial issuer bid, and Power Corporation of Canada on its C$1.35-billion repurchase and cancellation of subordinate voting shares pursuant to a substantial issuer bid and its tendering of common shares into Power Financial Corporation’s substantial issuer bid

  • Starlight U.S. Multi-Family Core Fund family of funds in connection with their securityholder and court-approved arrangement transaction to create the C$1.4-billion Starlight U.S. Multi-Family (No. 5) Core Fund

  • TransGlobe Apartment REIT on its privatization by Starlight Investments Ltd. for an aggregate purchase price of approximately C$1.03-billion

  • 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

AWARDS & RECOGNITION

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

  • Chambers Canada: Canada's Leading Lawyers for Business - 2018-2019 (REITs)

  • The Canadian Legal Lexpert Directory - 2018-2019 ("Repeatedly Recommended" in Corporate Finance & Securities)

  • Acritas Stars: Independently Rated Lawyers - 2016-2018 (Nominated as a stand-out lawyer by senior in-house counsel)

PUBLICATIONS
Show Past:
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Co-author: Corporate Governance Country Comparative Guide 2019
The Legal 500, February 2019.
Blakes Bulletin on Capital Markets, February 11, 2019.
Co-author: CSA Warn Against Certain Problematic Promotional Activities
Blakes Bulletin on Capital Markets, December 13, 2018.
Blakes Bulletin on Corporate Governance, October 9, 2018.
Co-author: CSA Proposes Non-GAAP Financial Measures Rule
Corporate Securities and Finance Law Report, Volume 23, Number 4, Lexis Nexis, October 2018.
Co-author: CSA Proposes Non-GAAP Financial Measures Rule
Taxnet Pro, September 2018.
Blakes Bulletin on Capital Markets, September 11, 2018.
Blakes Bulletin on Capital Markets, August 7, 2018.
Blakes Bulletin on Corporate Governance, April 23, 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.
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PROFESSIONAL APPEARANCES
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Panellist: Getting Ready for Proxy Season
Business Class Seminar, October 2018.
Panellist: Corporate Governance and Shareholder Activism
Business Class Seminar, February 2018.
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
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MEDIA APPEARANCES
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Quoted: Canadian IR in an Age of ‘Fake News’
Article in IR Leader, Canadian Investor Relations Institute, Vol. 28, Issue 2, 2018.
Quoted: Federal bill on corporate boards gets amendments
Article by Dale Smith, Law Times, February 5, 2018.
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.
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