SECURITIES COMMISSIONS WEIGH IN ON BIG WEED DEAL INTERPRETING THE NEW TAKE OVER BID REGIME published in The Lawyer’s Daily (www.thelawyersdaily.ca), part of LexisNexis Canada
Jennifer has been practicing for over 14 years in top-tier Bay Street firms in the areas of corporate finance, mergers and acquisitions and private equity. In addition, Jennifer acts for a variety of clients from entrepreneurs and start-ups to established companies on day to day operational matters such as corporate structuring, establishing Canadian businesses, requirements under federal and provincial privacy and anti-spam legislation.
Jennifer advises a variety of clients, including not-for-profit institutions, private companies, and financial institutions. She has experience advising on a wide range of business agreements, including partnership agreements, consulting and services agreements, non-disclosure agreements and distribution agreements.
Prior to becoming a lawyer, Jennifer spent several years in the personal financial services industry, dispensing advice regarding domestic and international investment opportunities.
SELECT EXPERIENCE
Mergers and Acquisitions and Other Business Transactions
Debt Financings
General Corporate/Commercial
AWARDS & RECOGNITION
PROFESSIONAL QUALIFICATIONS
EDUCATION
PERSONAL BIO
The partners of Allen McDonald Swartz LLP believe that it is important to a well-rounded, happy and successful life to have interests and passions beyond the practice of law.
Jenn, who is originally from the Maritimes, lives in the Beach with her husband David and her daughter Katherine. Jenn has enjoyed making connections in the community since moving to the Beach in 2012, in part through volunteering at an overnight shelter for the Out of the Cold program, fostering dogs through Save Our Scruff Rehome & Rescue and her involvement at Balmy Beach Community School.
Jenn enjoys downhill skiing in the winter and cycling, gardening and taking advantage of the beach in the summer. Jenn has always been an animal lover, and can often be seen in the company of the family golden doodle, Lula, and the new rescue/foster fail, Gracie.
In addition, Jenn has a real passion for real estate. She has applied her project management skills to a number of home renovations and redecorating projects over the years, including the renovation of two downtown condominiums, a complete remodel of her Beach home and a condominium currently under construction in Collingwood. Jenn loves to travel and looks forward to seeing more of the world in the very near future.
PROFESSIONAL QUALIFICATIONS
Henry has over 30 years of experience and expertise which encompass mergers & acquisitions, reorganizations and the structuring of diverse business and contractual arrangements including strategic alliances, domestic and international joint ventures and related licensing, distribution and support arrangements.
Henry provides discreet counsel that enables our clients to achieve their objectives. His expertise informs the judgment required to effectively navigate sensitive stakeholder relationships and complete complex matters.
Henry has assisted a broad range of clients, including private and family owned businesses, entrepreneurs, public institutions, regulated entities as well as multi-national corporations, with business critical transactions and agreements as well as governance and regulatory compliance. His practice also includes advising foreign enterprises with respect to establishing business operations in Canada and related structuring and financing alternatives. Henry regularly advises on director and officer liability matters and risk mitigation.
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AWARDS & RECOGNITION
PROFESSIONAL QUALIFICATIONS
EDUCATION
LANGUAGES SPOKEN
PERSONAL BIO
Henry lives in Etobicoke with his wife and forever love Jacqueline. They have been blessed with their children Andrea, a globetrotting adventurer, and Samantha, a Royal Academy of Dance certified Ballet teacher.
A sports enthusiast, Henry grew up playing baseball throughout Ontario with the York Pioneers. He is a Blue Jay and Leaf loyalist from beginning to end although the Bianconeri are closest to his heart. Henry relishes his time in the outdoors, fishing especially at Lake Pogamasing. In addition to practicing law for years, Henry has been practicing golf for about as long.
While travel beckons, Henry and Jacqueline treasure time spent with their friends, enjoying movies, theatre and great books, companions and teachers all of them.
Brad focuses his practice on finding creative, constructive and practical solutions to our clients’ business law issues.
Before joining Allen McDonald Swartz LLP, Brad practiced for more than 14 years at national Canadian firms. Brad has also served as the Chief Operating Officer, General Counsel and Corporate Secretary at a fully-licensed independent investment dealer. That dealer served clients in Canada and around the world in numerous sectors including metals and mining, oil and gas, alternative energy, technology, healthcare and biotechnology.
Brad has represented private and family owned businesses including start-ups and entrepreneurs, public institutions and global corporations. The breadth of Brad’s experience encompasses expertise in transactional, general commercial and dispute resolution contexts. He regularly advises on purchase and sale and joint venture transactions as well as governance and regulatory compliance effectively managing clients’ ongoing relationships with partners, employees, regulatory authorities and other stakeholders. Brad’s practice also includes advising foreign enterprises about how best to establish and structure business operations in Canada.
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PROFESSIONAL QUALIFICATIONS
EDUCATION
PERSONAL BIO
Brad was born and raised in Regina, Saskatchewan. He arrived in Ontario in 1989 to attend Queen’s University, earning his undergraduate degree in 1993 and his law degree in 2001.
Shortly before moving to Toronto, Brad met his better half, Karen. They live in Toronto with their daughter Adia and their son Evan. When Adia and Evan’s hockey schedules permit, the Elberg family can often be found at BMO Field cheering on the Argos and at Rogers Centre cheering on the Blue Jays.
Before becoming a lawyer, Brad made his mark as a university athlete and then as a professional athlete. He played football and ran track at Queen’s. He was the captain of the Queen’s football team that won the National Championship in 1992. In 2005, he was inducted into the Queen’s Football Hall of Fame. Brad played in the Canadian Football League for nine years and was a captain of the Argos in 2001. He was also a member of Canada’s Olympic bobsleigh team in 1992 and 1993.
Fraser has been practising for over 30 years in the areas of capital markets and securities, mergers and acquisitions, private equity and corporate governance, and has significant expertise in structuring, negotiating and implementing sophisticated financing transactions, mergers, acquisitions, divestitures and reorganizations.
Fraser has acted for both domestic and foreign issuers and underwriters in Canadian and cross-border public offerings, including initial public offerings, and private placements of debt and equity, and for acquirers, targets and financial advisers in connection with merger and acquisiiton transactions, including take-over bids and plans of arrangement. Fraser has also acted as independent counsel to special committees of public entities in connection with a variety of transactions. His practice encompasses both transactional work and advising on governance matters, securities compliance and stock exchange matters. He has advised in respect of clients and transactions involving a wide variety of industries, including resource exploration and mining, energy, technology, manufacturing, pharmaceuticals, media, entertainment and sports and real estate.
Fraser also has also advised in respect of shipping, aviation and rolling stock financings and public offerings in the United States, the United Kingdom, Canada and Europe, including listings on major international stock exchanges.
Fraser has both in house and regulatory experience as well, having served a twelve month secondment as General Counsel of a Toronto Stock Exchange-listed investment corporation with interests in both public and private entities, providing in-house expertise on mergers and acquisitions, capital markets and securities law matters, and a twelve month secondment to the staff of the Ontario Securities Commission. Fraser’s experience also includes serving on the boards of public and private corporations, as well as not-for-profits.
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Capital Markets Transactions
Mergers and Acquisitions and Governance Transactions
PROFESSIONAL QUALIFICATIONS
EDUCATION
PERSONAL BIO
The partners of Allen McDonald Swartz LLP believe that it is important to a well-rounded, happy and successful life to have interests and passions beyond the practice of law.
Fraser lives in the Beach neighbourhood of Toronto where he grew up, with his wife Kathryn and Abbey, their Chesapeake Bay Retriever. Fraser and Kathryn have a son, Wesley, who completed his undergraduate education at Hobart College in Geneva, New York, where he was a member of the Division 1 lacrosse team. Kathryn and Fraser travelled all over the northeastern U.S. to attend Wesley’s games, missing only a couple over his four years playing. Wesley subsequently completed his MBA at the Simon School of Business at the University of Rochester and is now working in Toronto. Kathryn and Fraser enjoy getting away on vacation to Manitoulin Island, the Outer Banks of North Carolina and Jost Van Dyke in the British Virgin Islands. Fraser is also a passionate season ticket holder of the Buffalo Bills of the National Football League.
Fraser has been a life-long athlete and sports enthusiast, having begun skating and playing hockey on his neighbourhood friend’s backyard ice rink at around the age of three. He quickly found a love for a variety of sports and was an active participant in many sports growing up. He eventually played hockey at the Junior A, university and Senior A levels, and continues to play recreationally. Fraser also enjoys golf, squash, beach volleyball, cycling and swimming.
In part to give back in recognition of his parents and the coaches and organizers who gave him the opportunity to participate in sports as a child and young man and to allow others to benefit from the same life lessons that he learned through sports, particularly team sports, Fraser became involved in coaching and sports management. Over the course of the last 30 years, Fraser has coached teams in the Greater Toronto Hockey League from Minor Pee Wee to Midget at the AA and AAA levels. He is currently a coach with the Toronto Red Wings 2003 AAA team. Over the years, teams coached by Fraser have won three GTHL Championships. In 2013, Fraser travelled with his team to participate in a tournament in the Czech Republic.
In addition to hockey, Fraser has coached lacrosse at the minor and Junior A levels. Teams coached by Fraser won the Ontario Lacrosse Association Bantam championship and advanced to the Ontario Lacrosse Association Junior A championship series. He was a winner of the Jim Bishop Award as a member of Ontario Lacrosse Association Junior A Coaching Staff of the Year in 2000 and 2002. He has also coached basketball, soccer, baseball and rugby at the club level.
On the management side, for nine seasons, Fraser served as the President and General Manager of the Toronto Beaches of the Ontario Lacrosse Association Junior A series. Over 30 players who played for the Beaches during his tenure with the club went on to play lacrosse at NCAA universities and colleges in the United States. Fraser has also served on the executives of the Brooklin Redmen Major Series Lacrosse Club, the Toronto Beaches Minor Lacrosse Club and the Bermuda Youth Sports Program.
Fraser was also part of the ownership of the Wexford Raiders Junior A hockey club of the Ontario Provincial Junior Hockey League from 1998 until 2003. The focus of the club was preparing players to move on to play hockey at NCAA universities and colleges in the United States.
Fraser served on the board of directors of the Scarboro Golf & Country Club for six years and is an active member of the Balmy Beach Club.
Jillian has been practising for over 20 years in the areas of technology law, mergers and acquisitions, corporate governance and not-for-profit law. Jillian delivers practical business law advice to a broad range of clients, from entrepreneurs and start-ups to multi-national companies in the technology, not-for-profit, healthcare, infrastructure and manufacturing sectors. Prior to forming Allen McDonald Swartz LLP in 2015, Jillian was an equity partner at Blake, Cassels & Graydon LLP, one of Canada’s leading national law firms, where she started her legal career as a summer student in 1992.
Jillian has extensive experience advising on cross-border transactions and uses her legal expertise, deal experience and knowledge of her client’s business to effectively and efficiently manage these complex transactions. She also regularly advises foreign companies on structuring, establishing and expanding their Canadian operations.
Jillian counsels clients on a wide variety of transactional matters and commercial arrangements, including private equity and venture capital investments, joint ventures, corporate reorganizations, shareholder and partnership agreements, consulting and transition services arrangements, and outsourcing agreements. . She regularly advises Canadian and international clients on Canada’s anti-spam law and has presented and written extensively in both Canada and the United States on this emerging area of law. Jillian also has substantial experience advising registered charities and not-for-profit organizations on corporate governance, day-to-day operational issues and regulatory compliance matters.
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Technology
Mergers and Acquisitions and Other Complex Transactions
Governance
Charities and Not-for-Profit
PROFESSIONAL QUALIFICATIONS
EDUCATION
PERSONAL BIO
Jillian lives in the Banbury neighbourhood of Toronto with her husband, Robert, and two children, Matthew and Sarah. She is an avid photographer, gardener and yoga student. While her early photography focussed on beautiful landscapes and exotic places, the subjects of her recent works are a little closer to home as she serves as her family’s dedicated paparazzi. In the early morning hours, Jillian will often be found either in her garden or on a yoga mat.
Jillian is passionate about mentoring, professional development and diversity issues. Throughout her career, she has mentored a number of remarkable and inspiring lawyers and entrepreneurs. She also mentors an extraordinary university student who she first met through the Legal Action Within Schools (LAWS) program, which matches lawyers with high school students from Central Technical School who have shown an interest in pursuing a legal career. In September 2011, Jillian received a Lexpert Zenith Award for her contribution to the LAWS/Blakes Mentoring Program.
Jillian has served as a member of the Board of Governors of Wilfrid Laurier University since 2012. She is currently the Vice-Chair of Board and a member of the Executive & Governance Committee, the Nominations Committee, the Human Resources and Compensation Committee, the Pension Committee and the Presidential Search Committee. Previously, Jillian was the Chair the Buildings and Property Committee (from 2013 to 2016), Chair of the Real Estate Working Group (2014) and a member of the Evaluation Committee for the Dean of Education.
PUBLICATIONS
PUBLICATIONS AND SPEAKING ENGAGEMENTS
Author, “Canada’s Anti-Spam Legislation will allow for Class Actions on July 1, 2017 – Is your organization at risk?”, AMS Insight, July 2016.
Presenter, “Trends in Enforcement under Canada’s Anti-Spam Law”, Greater Cleveland International Lawyers Group, October 2015
Co-presenter, “CASL One Year Later: What US Companies Need to Know about Enforcement under Canada’s Anti-Spam Law”, Practical Law, Thomson Reuters, October 21, 2015.
Co-presenter, “Canada’s Anti-Spam Legislation: How to Be Prepared for a CRTC Investigation”, Blakes Business Class Series, Toronto, Vancouver, Calgary and Montreal, June 2015.
Co-presenter, “Canada’s Anti-Spam Law: What US Companies Need to Know about Enforcement”, Bloomberg BNA, June 2, 2015.
Interviewed by Peter Menyasz - “U.S. Companies Should Note Canada’s Now Live Computer Program Consent Law”, Bloomberg BNA, January 26, 2015.
Co-author – “Canadian Anti-spam Law’s Software Installation Provisions Take Effect”, Bloomberg BNA, January 2015.
Co-author – “Winning the Keys to Castle – A Buyer’s Guide to Auctions”, Blakes Business Class, October 2014.
Co-author – “Maximizing the Price for Your Castle – A Seller’s Guide to Auctions”, Blakes Business Class, October 2014.
Co-author and Co-presenter - “Canada's Anti-Spam Legislation and its Impact on US Businesses”, Practical Law, Thomson Reuters, September 2014.
Co-author – “CRTC Updates FAQs on Registered Charities under CASL”, Blakes Bulletin on Anti-Spam Legislation, July 2014.
Co-presenter: “The New Email Era: Canada's Anti-Spam Legislation for Charities and Not-for-Profit Organizations”, Blakes Business Class Webinar, June 25, 2014.
Co-author - “Canada's New Email Era: CASL and the Not-for-Profit Sector”, Blakes Bulletin Anti-Spam Legislation, June 2014.
Author – “Federal Not-for-profit Corporations Have Less Than 17 Months to Continue under the New Act”, Blakes Bulletin on Not-for-profit Corporations, May 2013.
Co-author – “Ontario Delays Implementation of New Not-for-Profit Legislation”, Blakes Bulletin on Not-For-Profit Corporations, April 2013.
Presenter - "The Art of Mentoring", Women and Leadership Conference, Toronto, Ontario, May 3, 2012.
Co-author – “Modern Legislation for Not-For-Profit Corporations, Blakes Bulletin on Corporate Governance, October 2011”.
Interviewed by Matt Galloway on Metro Morning - "Giving Back", August 31, 2011.
Presenter - "The Art of Mentoring", Women and Leadership Conference, Toronto, Ontario, May 3, 2012.
Co-author – “Modern Legislation for Not-For-Profit Corporations, Blakes Bulletin on Corporate Governance, October 2011”.
Interviewed by Matt Galloway on Metro Morning - "Giving Back", August 31, 2011.