Securities Law Guidance From Planning Through Public-Company Compliance

Going public is not a single filing. It is a coordinated corporate-finance transaction involving securities regulation, stock exchange requirements, audited financial statements, due diligence, governance, financing and clear disclosure to investors.

Chiummiento Law provides practical securities-law advice to founders, boards, private companies and reporting issuers. As a Toronto securities lawyer serving clients across the GTA and Canada, Joseph Chiummiento helps management teams understand their options, prepare for regulatory review and move each legal workstream toward completion.

Whether your company is considering an initial public offering, a reverse takeover or another stock exchange listing route, early legal planning can identify structural issues before they become expensive transaction problems.

Going Public in Canada

The appropriate route to the public markets depends on the company’s stage of development, financial history, capital requirements, ownership structure, industry, proposed exchange and timing. Chiummiento Law works with the company and its other professional advisers to assess the proposed transaction and build a practical execution plan.

Initial Public Offerings

An initial public offering generally combines a prospectus offering with an application to list the company’s securities on a stock exchange. The process requires extensive business, financial and risk disclosure, formal due diligence and coordination among the company, its securities lawyer, investment dealer, auditors, exchange and securities regulators.

We advise issuers on the legal structure and documentation required to prepare for, execute and close an IPO, while keeping management focused on the decisions that affect the transaction and the company after listing.

Reverse Takeovers and Reverse Mergers

A reverse takeover, commonly called an RTO or reverse merger, typically involves a private operating business completing a transaction with an existing public company. Depending on the circumstances, the transaction may be structured through a share exchange, amalgamation, arrangement or another business combination.

An RTO does not eliminate disclosure, financial statement or stock exchange requirements. The resulting issuer must satisfy the applicable legal and exchange standards before trading following the transaction. Chiummiento Law advises on transaction structure, due diligence, definitive agreements, disclosure documents, approvals and closing requirements.

Capital Pool Company Qualifying Transactions

A qualifying transaction with a TSX Venture Exchange Capital Pool Company can provide another route to a public listing. These transactions require careful coordination of the target-company acquisition, exchange submissions, financing, disclosure, sponsorship requirements where applicable and the governance of the resulting issuer.

Other Stock Exchange Listing Transactions

Depending on the company and proposed exchange, other listing structures may be available. We help clients evaluate the legal requirements of the proposed route and coordinate with dealers, auditors, technical experts and other advisers as required.

Our Securities and Capital Markets Services

Going-Public Planning and Readiness

• Assessment of a proposed IPO, RTO, qualifying transaction or other listing structure
• Review of corporate structure, capitalization and shareholder matters
• Identification of material agreements, required approvals and transaction risks
• Coordination with investment dealers, auditors, tax advisers, transfer agents and other professionals
• Development of the legal workplan, transaction sequence and closing requirements

IPOs and Prospectus Offerings

• Issuer-side legal advice for initial public offerings and prospectus financings
• Prospectus preparation and review of business, risk and use-of-proceeds disclosure
• Legal due diligence and management of responses to regulatory comments
• Stock exchange listing applications and related submissions
• Board, shareholder and third-party approvals
• Transaction agreements, closing documents and post-closing matters

Reverse Takeovers and Qualifying Transactions

• Transaction structuring and preliminary legal assessment
• Letters of intent, share-exchange agreements, amalgamation agreements and related documents
• Public-company and target-company legal due diligence
• Listing statements, information circulars and other disclosure documents
• Shareholder, stock exchange and securities-regulatory approvals
• Concurrent private placements and transaction closings

Corporate Finance and Securities Offerings

• Pre-IPO and private-placement financings
• Brokered and non-brokered offerings
• Equity, convertible-security and warrant documentation
• Subscription agreements and investor documentation
• Prospectus exemptions, resale restrictions and required filings
• Coordination with registered dealers and other transaction participants

Reporting-Issuer Compliance and Governance

• Continuous-disclosure and material-change matters
• Annual and interim disclosure planning
• Stock exchange compliance and corporate approvals
• Board and committee mandates, policies and governance practices
• Shareholder meetings, information circulars and proxy matters
• Insider-reporting and securities-filing coordination
• Strategic transactions, corporate reorganizations and changes of business

Canadian Stock Exchange Experience

Going-public and public-company mandates may involve the Toronto Stock Exchange, TSX Venture Exchange, Canadian Securities Exchange or Cboe Canada. Each exchange has its own listing criteria, transaction policies and ongoing requirements. Securities legislation and regulatory review add another layer to the process.

We help management understand how the applicable requirements affect the proposed structure, disclosure, financing, approvals and transaction timetable. When a mandate involves another jurisdiction or a specialized area, we coordinate with local or specialist counsel as appropriate.

Who We Advise

• Private companies evaluating whether and how to go public in Canada
• Founders and management teams preparing for an IPO or RTO
• Canadian and international companies pursuing a Canadian stock exchange listing
• Reporting issuers completing financings or strategic transactions
• Boards and special committees addressing governance, disclosure or transaction matters
• Investment dealers, accountants and other professional advisers requiring coordinated issuer-side legal support

Why Work With Joseph Chiummiento

Joseph Chiummiento is a corporate-finance and securities lawyer with more than two decades of legal, regulatory and business experience. He has advised TSX-listed issuers, served as General Counsel to public and private companies and held director and board-committee roles in several industries.

His experience includes advising on a $70 million IPO and financing strategy for a TSX listing, structuring a $10 million charity flow-through financing and negotiating a $1 billion capital-expenditure joint venture with a state-owned Fortune 500 company. Joseph is also a former elected Bencher of the Law Society of Ontario.

Clients receive direct advice from a Toronto securities lawyer who understands both the legal requirements and the commercial pressure facing founders, executives and boards. The objective is straightforward: identify the issues early, explain the available options clearly and keep the transaction moving.

Learn more about Joseph Chiummiento.