Irwin practices in both the Business Law and the Securities Law Groups at the firm, and has extensive experience in a broad range of transactions in the corporate/commercial and securities law areas. His practice focuses on mergers, acquisitions and dispositions for both private as well as publicly traded issuers, shareholder and joint venture arrangements, and lending and other sophisticated commercial transactions.
Irwin acts on behalf of issuers as well as investment dealers in connection with equity and debt capital market activities, including offerings by way of private placement and prospectus.
His clients have included emerging as well as established private and public companies, and he has advised on a number of cross-border transactions.
Irwin provides corporate and securities law advice related to directors' duties, related party and other significant transactions, to both issuers as well as market intermediaries.
Irwin's deep and varied experience in working as a team member with clients in growing their businesses has given him a broad perspective greatly appreciated by his clients. Many of his client relationships are of a very long-standing nature, which is a testament to his professionalism, commitment and client satisfaction focus.
MARCH 23 2020
COVID-19 and Shareholder Meetings: Now What?
We have received several inquiries from clients asking for guidance regarding their shareholders meetings in light of the rapidly evolving novel coronavirus pandemic and the need to socially distance ourselves. With the AGM meeting season upon us, this article seeks to provide information relating to (i) the options available for holding AGMs in light of the COVID-19 concerns and (ii) the procedures to be followed in the event that an issuer decides to change the date, time or location of its in-person AGM due to COVID-19.
MARCH 19 2020
The CSA to Grant Temporary (45-Day) Relief for Some Regulatory Filings Due to COVID-19
This article highlights some of the key points around the CSA's 45-day extension and what issuers and other capital market participants need to know with respect to regulatory filings due to COVID-19.
MARCH 10 2020
Are You Properly Relying on The Private Issuer Exemption To Issue Shares or Other Securities?
Many private issuers incorrectly assume that because they are non-distributing companies (i.e. not public), securities laws do not apply to them. This is an incorrect assumption that could result in issuers unknowingly acting contrary to securities laws. The purpose of this article is to review the principal elements of the Ontario private issuer exemption...
SEPTEMBER 12 2019
Hot Off the Press: the CSA Issues Guidance on Climate Change-Related Risks
On August 1, 2019 the Canadian Securities Administrators ("CSA") published Staff Notice 51-358 Reporting of Climate Change-related Risks (the "Notice") to highlight the responsibilities, risks and materiality considerations that board members and key personnel should consider in light of climate change-related issues as they relate to the issuer's Management's Discussion and Analysis ("MD&A") and Annual Information Form ("AIF")...
JUNE 10 2019
Declaring a Cash Dividend: Remember the Solvency Tests!
While the board of directors of a corporation governed by the Business Corporations Act (Ontario) (the "OBCA") has the power to declare dividends, its authority to declare and pay cash dividends is subject to compliance with two statutory solvency tests.
MAY 08 2019
Out with the Old In With the "Re-NEWed System" to Replace SEDI, SEDAR and NRD
On May 2, 2019 the Canadian Securities Administrators ("CSA") issued a press release introducing the National Systems Renewal Program ("NSPR") aimed at developing a new centralized information technology system (the "Renewed System") to replace various local records filing systems, as well as the System for Electronic Development Analysis and Retrieval ("SEDAR"), the System for Electronic Disclosure by Insiders ("SEDI"), and the National Registration Database ("NRD").
APRIL 25 2019
Proposed Changes to the Canada Business Corporations Act
On April 8, 2019, the federal government introduced Bill C-97 in order to implement its spring budget. Bill C-97 proposes to effect amendments to a number of federal statutes, including making important changes to the Canada Business Corporations Act ("CBCA").
OCTOBER 25 2016
The New Forfeited Corporate Property Act and Amendments to the OBCA - What You Need to Know
On December 10, 2016, the Forfeited Corporate Property Act (the "FCPA") and numerous amendments to the Ontario Business Corporations Act (the "OBCA") will come into force. These rules will impose new recordkeeping requirements on Ontario corporations, new liabilities on directors and officers, and a shortened timeframe for the recovery of forfeited corporate property. The new and amended legislation will constitute a significant departure from the current law, and as such, it is important that corporate owners, directors, and officers understand how their duties, obligations and liabilities are about to change.
$90.85 Million Secondary “Bought Deal”
Represented the issuer, Neo Performance Materials Inc., in a public offering of its common shares effected by way of a “bought deal” secondary offering by one of its shareholders, pursuant to a short form prospectus filed with the securities regulatory authorities in Canada.
Insider Bid for TSX-Listed Issuer
Represented the bidder in its successful take-over bid to purchase all of the outstanding Class A Subordinate Voting shares of Brampton Brick Limited, a TSX-listed issuer. The bidder was owned by entities owned or controlled by insiders of Brampton Brick Limited thus the take-over bid was an "insider bid" under applicable securities laws.
Overnight Marketed $7.98 Million Offering
Represented the issuer, ARHT Media Inc., a TSX Venture-listed issuer, in its overnight marketed $7.98 million offering of units, each unit comprised of a common share and a 36 month common share purchase warrant, pursuant to a short form prospectus filed with the securities regulatory authorities in Canada.
$23 Million "Bought Deal" Financing
Represented a syndicate of underwriters led by Sprott Capital Partners LP, as lead underwriter and sole bookrunner, in a "bought deal" $23 million common share offering by Silver Tiger Metals Inc. , a TSX Venture-listed issuer, pursuant to a short form prospectus filed with the securities regulatory authorities in Canada.
$81 Million Secondary "Bought Deal"
Represented the issuer, Neo Performance Materials Inc., in a public offering of its common shares effected by way of a “bought deal” secondary offering by two of its shareholders, pursuant to a short form prospectus filed with the securities regulatory authorities in Canada.
$47.6 Million Secondary "Bought Deal"
Represented the issuer, Neo Performance Materials Inc., in a public offering of common shares effected by way of a “bought deal” secondary offering by two of its shareholders, pursuant to a short form prospectus filed with the securities regulatory authorities in Canada.
Private Equity Investment
Represented a private healthcare technology company in a strategic investment made by a private equity fund made in the equity securities of the company.
Sale of Services Business
Represented the vendor in the negotiation of the sale of a majority interest in a cleaning and maintenance services business to a private equity fund.
$22.3 Million Bought Deal Prospectus Financing
Represented a syndicate of underwriters led by Sprott Capital Partners LP in a $23.3 million "bought deal" prospectus offering of units of Euro Sun Mining Inc., each unit comprised of one common share and and one half of a two- year common share purchase warrant.
$200 Million Initial Public Offering
Represented the issuer, Neo Performance Materials Inc., in its initial public offering of common shares made by way of a secondary offering by its majority shareholder, effected pursuant to a long form prospectus filed with the securities regulatory authorities in each of the provinces and territories of Canada.
$1.3 Billion Sale of Public Rare Earths Technology Company
Represented Neo Material Technologies Inc. in the negotiation and completion of its $1.3 billion sale to Molycorp, Inc. effected by way of Plan of Arrangement under the Canada Business Corporations Act. Pursuant to the Arrangement, Neo Material's shareholders received, in the aggregate: (i) cash consideration of approximately $927.2 million; (ii) 13,545,426 common shares of Molycorp; and (iii) 507,203 exchangeable shares of a Molycorp affiliate that are exchangeable into shares of Molycorp. The transaction created one of the most technologically advanced, vertically integrated rare earth companies in the world.
$60 Million Sale of Public Video Surveillance Products Design and Distribution Company
Represented LOREX Technology Inc. in the negotiation and completion of its $60 million cash sale to FLIR Systems, Inc. effected by way of Plan of Arrangement under the Ontario Business Corporations Act.
Privatization by way of Share Consolidation
Represented Norwall Group Inc. in its "going private" transaction effected by way of a share consolidation.
Represented the majority shareholder in the privatization of Kewl Corporation, effected by way of a share consolidation.
Acquisition of Controlling Interest in Private German Metals Recycling Company
Represented Neo Material Technologies Inc. in negotiating and completing its acquisition of a controlling interest in Buss & Buss Spezialmetalle GmbH, a German company specializing in the recycling and recovery of rhenium and other rare metals.
Acquisition of Concrete Products Manufacturer From Receiver
Represented Brampton Brick Limited, a public company, in negotiating and completing its acquisition of substantially all of the assets of Atlas Block, including its state-of-the-art manufacturing facility, from the Court-appointed receiver of Atlas Block, for a purchase price of $13.4 million.
Joint Venture In Chilled Beverage Industry
Represented a chilled beverage co-packer in negotiating with a leading non-dairy beverage company, to form a joint venture company to manufacture and package chilled beverage products.
Business Combination of Investment Dealers
Represented Research Capital Holdings Corporation in the negotiation and completion of its business combination with J.F. Mackie & Company Limited, which created one of Canada's largest independent fully integrated investment dealers.
Acquisition of Private International Niche Metals Recycling Company
Represented Neo Material Technologies Inc. in negotiating and completing its acquisition of Recapture Metals Limited, a company specializing in the production, reclaiming and refining gallium and indium and other metals, and their compounds, with operations in Canada, the United States and Germany.
Represented a syndicate of underwriters led by GMP Securities Inc. in a $36.6 million "bought deal" private placement of the shares of GoldMoney Inc.
Represented a syndicate of underwriters led by GMP Securities L.P. in a $21 million "bought deal" private placement of the shares of BitGold Inc.
Represented Neo Material Technologies Inc. in the "bought deal" issue of $200 million 5% convertible unsecured subordinated debentures.
Represented the syndicate of Underwriters in a $36.6 million and subsequent $30 million “bought deal” private placement of common shares of Goldmoney Inc., a global gold-based financial services group.”
Represented Neo Material Technologies Inc. in its $10 million private placement of common shares to a single Hong Kong-based investor.
Represented Brampton Brick Limited in its issuance of subordinated secured debentures, secured by the issuer's real estate and production equipment located in Canada.
Represented Agent in numerous private placements of equities, debt and convertible securities.
Represented promoters in syndications of various real estate limited partnerships effected by way of offering memorandum.
Real Estate Investment Trust
Represented the promoter/developer in the structuring and creation of a private real estate investment trust.
Sale of Private Medical Waste Business
Represented Brampton Brick Limited in the negotiation and sale by its 65% owned subsidiary, Medical Waste Management Inc., of its medical waste business operations and assets in Ontario and Nova Scotia to Stericycle, Inc.
Reverse Takeover Accompanied By Concurrent Debt Financing and Equity Recapitalization
Represented AMR Technologies Inc. in negotiating its combination with Magnequench, Inc. The transaction created a world leader in the design and production of neodymium-iron-boron powders, which are used in the production of high performance, bonded neo permanent magnets, and advanced rare earths and zirconium-derived specialty materials, all of which are essential inputs for virtually all electronic devices. The transaction was conditional upon the completion of three separate financing transactions: (i) a Cdn$70.9 million subscription receipts public offering by AMR; (ii) a private placement financing by AMR of US$50 million of convertible secured debentures; and (iii) a senior debt financing by MQI for US$57.5 million which included a US$7.5 million revolving credit facility with a U.S. based banking syndicate.
Sale of Controlling Interest in Direct Communications Company
Represented the senior management group of a leading provider of direct marketing and other services, in connection with the negotiation and sale of an 80% equity interest to a public issuer.
Recapitalization of Distributor of Branded Nutritional and Homeopathic Medicines
Represented the founder/manager of a leading marketer and distributor of branded nutritional supplements and homeopathic medicines to healthcare professionals in Canada and the U.S., in a recapitalization transaction originated by a leading U.S. based private equity firm. The transaction was conditional upon the completion of a syndicated facility led by a leading U.S. based private equity firm that included a senior term loan and senior subordinated debt, as well as preferred and common equity.
Acquisition of Secure Satellite Communications Business
Represented the senior management group in negotiating the acquisition of a secure satellite communications business, with assets located in Canada and the U.S., that provided, on a North America-wide basis, secure satellite based inter-active distance learning for large corporations in various sectors. Represented the senior management group in negotiating with a leading Canadian merchant bank and with a Canadian chartered bank, which provided financing.
Acquisition of U.S. and Canadian Building Materials Business
Represented Brampton Brick Limited, a public company, in negotiating the $60 million acquisition, in conjunction with a consortium of other investors, of the concrete paving stone and retaining wall businesses of Lafarge North America Inc. operated in both Canada and the U.S.
Sale of Largest Independent Investment Dealer in Canada
Represented First Marathon Inc. in the negotiation and completion of its acquisition by a Canadian chartered bank. The transaction was effected by way of a plan of arrangement, and resulted in the bank acquiring what was then the largest independent investment dealer in Canada.
Sale of Discount Brokerage Business to a Canadian Chartered Bank
Represented First Marathon Inc., the then largest independent investment dealer in Canada, in the negotiation and completion of the sale of its discount brokerage business to a Canadian chartered bank.
- Lecturer: Bar Admission Course, 1993-1994
- Past Instructor-Business Law Section
- Law Society of Ontario
- Canadian Bar Association
- American Bar Association
- Canadian Venture Capital Association
- Shaarei Chaim Synagogue (Past Director)
- Royal Aerospace Corp. (Past Director)
- Admitted to Ontario Bar, 1981
- McGill University, LL.B., 1979
- McGill University, D.C.S., 1974
- University Scholar, 1977 and 1979
- McGill University Scholarship (Faculty of Law)
- New Way Services for the Brain Injured Inc., (past member and Director)