McCullough O'Connor Irwin LLP is a Vancouver, British Columbia firm which restricts its practice to corporate and securities law matters, including public and private debt and equity financings, mergers and acquisitions and applications to securities regulatory authorities. The firm acts for issuers of all sizes across a broad range of industries as well as investment dealers and other participants in capital markets.
At McCullough O’Connor Irwin LLP, we understand the industries in which our clients operate. We also understand that the law is one, and only one, of many factors to be considered by clients in meeting their objectives. As a result, we work as strategic partners with our clients, applying our experience and expertise to provide responsive, innovative and cost-effective solutions to legal matters.
McCullough O’Connor Irwin LLP is recognized as a leading Western Canadian law firm specializing in corporate finance and securities law matters representing local, national and international clients. The firm’s clients carry on business in a variety of domestic and international markets and operate in major industry sectors, including manufacturing, retail, technology, life sciences, real estate and the resource sectors. We also have particular expertise representing service providers such as investment banking and financial institutions, venture capital firms, and government funding institutions.
Within our core practice area, we offer special expertise in the following areas:
Financings: We regularly assist issuers and underwriters in raising capital through a variety of financing techniques, including initial and secondary public offerings, private placements and syndicated offerings. The firm has extensive experience in both equity and debt financings through a variety of investment vehicles, and with both domestic and international issuers.
Mergers and Acquisitions: We offer special expertise in structuring, negotiating and completing merger and acquisition transactions for both public and private enterprises. We have advised issuers, financial advisers and strategic and financial buyers on acquisitions and dispositions through exempt or friendly mergers and acquisitions, and management buy-out and buy-in transactions. We have also assisted in launching and defending against hostile take-over bids and advised special committees of directors in meeting their fiduciary duties in this rapidly developing area of law.
Investment Dealers: We have extensive experience and a national reputation in acting for investment dealers and underwriters. We frequently advise underwriters in connection with prospectus offerings and private placements of debt and equity securities. We regularly design, plan and execute due diligence investigations on behalf of dealers who are undertaking financings or providing advisory services. We also advise investment dealers, on an on-going basis, on compliance matters relating to internal administration and permitted trading and advising activities. We routinely assist clients with obtaining all forms of registration with securities regulators, including registration as brokers, mutual fund dealers and portfolio managers, and individual registrations as directors, trading officers and investment advisers.
Stock Exchange Listings: We regularly assist clients with stock exchange listings on the principal stock exchanges in Canada, as well as inter-listings on stock exchanges in the United States, Europe and Australia. The firm also assists clients with ongoing compliance and maintenance requirements of the stock exchanges and securities commissions.
Public Company Representation: We represent publicly traded companies who are required to report in several jurisdictions. We assist with Canadian reporting requirements, including regular periodic reporting and with the sometimes delicate decisions regarding materiality, scope and timing of reports required by events or changes in circumstances.
Life Sciences: We have significant experience in all aspects of financing biotech and life sciences companies, from start-up through to clinical trials and beyond. We have acted for investors and fund managers, as well as numerous companies, in the biotech industry in connection with debt and equity financings, including US/Canadian cross-border transactions.
Corporate: We work with our corporate clients to develop optimal capital and governance for their businesses and circumstances. We advise on managing relationships among owners and other partners through shareholders’, limited partnership, joint venture and strategic relationship agreements.
We also provide ongoing general corporate legal services to our clients, including corporate records maintenance and regulatory filings, carrying out annual and special meetings procedures and assisting in the preparation and delivery of continuous disclosure materials. The firm also advises boards of directors, including designing and disclosing new systems of corporate governance, and advises special committees of boards of directors of both private and public companies.
Commercial: We assist our clients in their relationships with their key commercial partners, including suppliers, customers, advisers and strategic partners. We seek to understand the objectives of the parties and anticipate outcomes so that our agreements work and, if the relationship does not work, there is an effective exit or remedy.
Mineral Exploration and Finance: We have substantial experience in mineral exploration and finance and have worked on projects through all stages of development from grass roots staking syndicates, early stage exploration, planning and executing drill programs, resource definition and scoping and feasibility studies, to project finance and production in the Americas, Europe, Africa, Asia and Australia. We are familiar with the dynamics of financing exploration as well as with joint venture, option and sale transactions and are sensitive to timing, cost and regulatory requirements.
Private Equity and Pooled Fund Formation
We regularly represent both institutional investors and fund sponsors in domestic and international vehicles to invest in the private equity asset class. Our representation has included all categories of such funds, including venture, mezzanine and buyout funds investing in Canada, the United States, Latin America, Europe and Asia. We are familiar with emerging standards for fees, profit sharing, governance and other terms and conditions for the various types of funds and are conscious of the need to balance and maintain an alignment of interests between investors and managers in this rapidly expanding asset class.
We also represent pooled fund managers in the formation of various fund types including mutual funds, alternative strategy funds, mortgage investment funds and real estate investment funds. Our representation includes assisting the funds with the offering of their securities by private placement or under a prospectus, as well as assistance, where applicable, with registration with applicable securities regulators.
Private Equity Transactions
We have significant experience in assisting private equity managers in planning and executing portfolio transactions including growth investments, buy-outs, mezzanine lending, recapitalizations and exits, both through sales to third parties and secondary transactions on public markets.
Venture and Private Company Representation: McCullough O’Connor Irwin LLP represents clients at all stages of the capital-raising process, including start-up, venture capital, mezzanine and later stage financings. The firm’s lawyers are familiar with the development of emerging growth companies, from their initial incorporation through the stages of going public, and are familiar with venture capital financing terms and conditions.