Matthew Literovich (Toronto)

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In many deals on which we work, it has been customary to deliver certificates of officers. Sometimes the form of them is prescribed by a purchase agreement. Sometimes they are in support of an opinion. Sometimes they are required to bring down certain representations and warranties for closing. Sometimes, however, they serve none of these functions. Sometimes we’re just giving them because it’s market to give them and it’s not worth a fight. And so…
Raising money is exciting. Complying with securities legislation, however, is not quite as exciting, but it is necessary. It is a pain, at the best of times, and a constant struggle between lawyers, who would like every investor in your company to fill out a fifty page document detailing exactly how risky the investment is, and their clients, who would like the money now, please. A big part of my job is seeking exemptions for…
Often I will review agreements where clients are making representations that shares are fully paid upon their issuance. This practice has developed from US law and migrated north of the border over time, but the basis for it as a concern here is rather limited, even putting it charitably. Under Canadian law, shares cannot be issued at all unless fully paid. You may want a representation that the shares have been validly issued, but once you…
Increasingly, we are seeing clients with unanimous shareholder agreements (USAs) that allow themselves to be amended by a certain majority of the shareholders of the corporation. This makes a lot of sense for clients with small minority shareholders who they don’t want to have to chase down every single time there is to be a change to the USA. That said, it raises certain questions, both taxonomically and legally, about a “unanimous shareholder agreement” created…
It seems that every other week, I come across another case of minute books put together by a private corporation that have been completed with an attitude of “this will be good enough.” Nine times out of ten, the estimate of what is good enough is off the mark, sometimes wildly. Usually, unfortunately, the point where we are finding out about minute book deficiencies is also the point where fixing them is expensive and time-consuming.…
I have yet to meet a client that enjoys populating a data room with its documents. Record-keeping is not fun at the best of times, and exposing all of one’s records for someone else to dissect and question can be an unpleasant exercise. So, it’s never particularly surprising when data rooms are populated with piles of information and minimal effort is put into organizational principles or even basic numbering. But data rooms matter, and with the shifting landscape…
Earlier this year, Bloom Burton & Co. hosted the 2017 Bloom Burton & Co. Healthcare Investor Conference. The conference brings together early stage life sciences companies with professional advisors in the industry for two days of talks given by the companies on what they are trying to accomplish and how they have been progressing. Over the course of the conference, there is a familiar refrain among companies in the drug, processes or technology development space.…