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Securities Law and Capital Markets

Services

Early Stage Financings and Private Placements

We work with founders, start-ups, growth companies, and angel or institutional investors to complete seed, angel, bridge and venture capital financings. These financings include brokered or non brokered financings by way of equity, convertible debt, subscription receipt, warrants, etc.

Are private companies subject to securities law?

Are private companies subject to securities law? 150 150 Jiang Hong Wilkin Business Law

Most people think that securities law applies to the public companies only, and private companies do not need to worry about securities law. This is not correct. In Canada, private companies issuing shares must also comply with securities law. Private companies are exempt from prospectus requirement, if certain conditions are met. For example, there should be share transfer restrictions, shares…

What are the crowdfunding rules in Canada?

What are the crowdfunding rules in Canada? 150 150 Jiang Hong Wilkin Business Law

Ontario (and QB, MN, NS, SK, NB) Multilateral Instrument 45-108 Crowdfunding became effective on January 25, 2016. The major requirements are the following: 1.    Head office of the issuer is located in Canada and a majority of directors of the issuer reside in Canada. 2.    The issuer provides the standard disclosure on website. 3.    Must use a registered funding portal.…

Going Public Transactions and Public Offerings

We work with growth stage and established companies in planning, preparing for and executing going public transactions, including by way of Initial Public Offering (IPO) or Reverse Takeover (RTO) and listing on the Toronto Stock Exchange, TSX Venture Exchange or the Canadian Securities Exchange. We also assist in the formation of Capital Pool Companies and the completion of Qualifying Transactions. In addition, we represent companies or brokers in post-listing financings and acquisitions.

How can I find an investment target?

How can I find an investment target? 150 150 Jiang Hong Wilkin Business Law

One difference between public companies and private companies is that public companies have disclosure obligations. So investors can review the publicly disclosed information to determine where there is a suitable investment target. In Canada public company disclosure documents are available at www.sedar.com, including annual and quarterly financial statements, press releases, prospectuses and other major disclosure documents, material contracts, annual information…

How does a public company go private?

How does a public company go private? 150 150 Jiang Hong Wilkin Business Law

After completion of the acquisition (take-over bid transaction) of a public company, the next important step is going private. There are two applications that need to be made for going private. One is the application to the stock exchange to voluntarily delist the company’s shares. The second application is to the securities commissions to cease to be a reporting issuer…

Should my fund be a company, LP or trust?

Should my fund be a company, LP or trust? 150 150 Jiang Hong Wilkin Business Law

An investment fund is basically a group of people making investment together. There are several structures for funds. It could be a company. It also could be a limited partnership or a trust. Which structure should be used is mainly a tax consideration. If it is a company, the company will pay taxes. Profit and loss will remain in the…

Who must get a securities dealer’s licence?

Who must get a securities dealer’s licence? 150 150 Jiang Hong Wilkin Business Law

Some people ask their own clients, friends or relatives to invest a project by buying shares, and then earn a commission. In Ontario, only the registered dealers can do this. Ontario securities law requires that all those in the business of trading securities in the capital market must have a dealer licence. The most basic dealer license is the exempt…

Investments in and Acquisition of Public Companies

We represent both investors and public companies when investors invest in a public company, as well as acquisitions of public companies by take-over bids, plan of arrangement or other means.

How can I find an investment target?

How can I find an investment target? 150 150 Jiang Hong Wilkin Business Law

One difference between public companies and private companies is that public companies have disclosure obligations. So investors can review the publicly disclosed information to determine where there is a suitable investment target. In Canada public company disclosure documents are available at www.sedar.com, including annual and quarterly financial statements, press releases, prospectuses and other major disclosure documents, material contracts, annual information…

How does a public company go private?

How does a public company go private? 150 150 Jiang Hong Wilkin Business Law

After completion of the acquisition (take-over bid transaction) of a public company, the next important step is going private. There are two applications that need to be made for going private. One is the application to the stock exchange to voluntarily delist the company’s shares. The second application is to the securities commissions to cease to be a reporting issuer…

Brokers and Dealers

We represent brokers and dealers in brokered financings, public listings, and public mergers and acquisitions transactions. We also assist brokers/dealers in their application for an exempt market dealer (EMD) license or IIROC regulated securities dealer application.

Who must get a securities dealer’s licence?

Who must get a securities dealer’s licence? 150 150 Jiang Hong Wilkin Business Law

Some people ask their own clients, friends or relatives to invest a project by buying shares, and then earn a commission. In Ontario, only the registered dealers can do this. Ontario securities law requires that all those in the business of trading securities in the capital market must have a dealer licence. The most basic dealer license is the exempt…

Investment Funds

We help clients to establish investment funds including real estate investment funds and venture capital funds, by way of limited partnerships or corporations. We also represent investors investing in investment funds.

Should my fund be a company, LP or trust?

Should my fund be a company, LP or trust? 150 150 Jiang Hong Wilkin Business Law

An investment fund is basically a group of people making investment together. There are several structures for funds. It could be a company. It also could be a limited partnership or a trust. Which structure should be used is mainly a tax consideration. If it is a company, the company will pay taxes. Profit and loss will remain in the…

Securities Law, Compliance and Corporate Governance

We advise private and public companies regarding ongoing compliance with securities laws and corporate governance, including annual and special shareholder meetings procedures and continuous disclosure requirements for public companies.

Equity Incentive Plans

We assist companies in preparing stock option plans, option agreements, restrictive share units (RSUs) plans and other equity and cash incentive arrangements for company management, including employee incentive plan.

Going Private

When a public company wishes to go private, we assist the company to complete the going private transaction using different methods, to cease to be a reporting issuer in Canada, and to delist from the stock exchange.

Can you use two sets of books when going public in Canada?

Can you use two sets of books when going public in Canada? 150 150 Jiang Hong Wilkin Business Law

If a Chinese company would like to go public, they must give up on using two books of financial statements. For tax purpose, some Chinese companies intentionally decrease the profit in financial statements. When they are going to public, they say the actual profit is much higher than the profit in the financial statements. This does not work. If the…

Judith Hong-Wilkin

  • At Wilkin Business Law, we provide real estate law services to our clients, including:

    Purchase & Sale Transactions

    • Purchase and sale of residential properties
    • Mortgage financings in property purchases
    • Transfer of Title
    • Beneficial Interest Transfer

    Private Mortgages

    • Representing lenders in private mortgage transactions
    • Representing borrowers in private mortgage transactions
    • Mortgage financing & refinancing
    • Mortgage investment corporations (MICs)

    Construction Liens

    • Preparation and registration of construction liens
    • Construction lien discharges

    Commercial Real Estate

    • Purchase and sale of commercial real properties
    • Mortgage financing of commercial real properties
    • Construction financings

    Others

    • Property management Agreement
    • Co-owners Agreement
  • Wills

    • We prepare single wills for our clients
    • We prepare multiple wills for those clients who have assets such as private companies
    • We prepare affidavit of execution for wills signed by our clients

    Continuing Powers of Attorney

    • We prepare continuing powers of attorney for personal care for our clients
    • We prepare living will/advance direction for our clients
    • We prepare affidavit of execution for powers of attorney for personal care signed by our clients
    • We prepare continuing powers of attorney for property for our clients
    • We prepare affidavit of execution for powers of attorney for property signed by our clients

    Estate Administration

    • We act as estate trustee, and handle all aspects of estate administration.

    Trusts

    • We assist our clients in establishing trusts as part of their estate planning

Call Us

+1 416-800-8697

E-mail

info@jhwbizlaw.ca

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Business Hours:

Monday to Friday: 10:00am to 6:00pm