Fintech

Industry participants in the fast-moving fintech sector need an adviser with the dexterity and acuity to guide them through the space where the traditional and the innovative converge. Anchored in experience and fluent in technology, we design cutting-edge strategies to help you leverage fintech innovations and drive your business growth.

Fintech startups, global service providers, leading financial institutions and investors trust our team to help them navigate the myriad regulatory and commercial hurdles that present in this space. Active in the sector since before the coining of the term “fintech,” our precedent-setting team has been instrumental in shaping legislative policy and designing first-of-their-kind business structures. We combine a cross-section of expertise in financial services, technology, capital markets, tax, M&A, and competition to steer clients from across the fintech spectrum through every stage of the business life cycle.

Our expertise spans a range of industry segments, including peer-to-peer lending, e-payment and billing systems, blockchain technology and cryptocurrencies, cloud-based software solutions, digital banking, big data and wealth management. Whatever your challenge – from regulatory compliance and strategic investments to service agreements and cross-border acquisitions – we understand what matters most to your business and deliver tailored solutions to achieve results.

Representative Work

Novacap Management Inc., 2024

Acted for Novacap, a leading Canadian private equity firm, in connection with the rollover of its investment in the approximately $6.3-billion privatization of Nuvei Corporation to a new continuation vehicle and other Novacap funds.

Riot Platforms Inc., 2024

Acted for Riot Platforms Inc. in connection with its strategic pursuit of change at Bitfarms Ltd., including its shareholder meeting requisition and successful challenge to Bitfarms' 15% trigger poison pill at the Ontario Capital Markets Tribunal, which culminated in the parties entering into a settlement agreement and Riot's director nominee being appointed to Bitfarms' board. 

Novacap Management Inc., 2024

Acted for Novacap, a leading Canadian private equity firm, in connection with the rollover of its investment in the approximately $6.3-billion privatization of Nuvei Corporation to a new continuation vehicle and other Novacap funds.

Riot Platforms Inc., 2024

Acted for Riot Platforms Inc. in connection with its strategic pursuit of change at Bitfarms Ltd., including its shareholder meeting requisition and successful challenge to Bitfarms' 15% trigger poison pill at the Ontario Capital Markets Tribunal, which culminated in the parties entering into a settlement agreement and Riot's director nominee being appointed to Bitfarms' board. 

ALT 5 Sigma Inc., 2024

Acted as tax counsel to ALT 5 Sigma Inc., a leading next generation blockchain financial technology provider, in its acquisition by JanOne Inc.

Riot Platforms Inc., 2024

Acted for Riot Platforms Inc., a Bitcoin mining and digital infrastructure company, in connection with its successful application to the Capital Markets Tribunal of Ontario to cease trade the 15% trigger poison pill adopted by Bitfarms Ltd., a Toronto-based bitcoin mining company, in response to Riot’s unsolicited strategic pursuit of Bitfarms and shareholder meeting requisition. This decision was named one of the top 10 business decisions of 2024 by Law360 Canada.

IOU Financial Inc., 2023

Acted for IOU Financial Inc., a fintech company listed on the TSX-V, in its sale to 9494-3677 Québec Inc., a corporation created by a group composed of funds managed by Neuberger Berman, Palos Capital and Fintech Ventures, for an all-cash consideration.

Numerix LLC, 2023

Acted as Canadian counsel to Genstar Capital-backed Numerix LLC, a leader in capital markets risk management technology, in its acquisition of all the issued and outstanding shares of FinancialCAD Corporation.

Ingeniarts Technologies Inc., 2022

Acted for Ingeniarts Technologies Inc., operating as UgoWork, in its C$22.8-million series B financing from investors such as Fonds de solidarité des travailleurs du Québec (F.T.Q.), Export Development Canada, Capital régional et coopératif Desjardins and Investissement Québec.

QuadFi, 2022

Acted for QuadFi, a Canadian mission-driven global fintech firm, in securing a US$100-million financing commitment from Crayhill Capital Management, a New York-based minority-owned private credit manager.

Block Inc., 2022

Acted for Block Inc., a U.S. fintech company, in its C$3-million investment in Indigenous Growth Fund, a government-backed loan fund for Indigenous entrepreneurs.

Moka Financial Technologies Inc., 2021

Acted as special Canadian and U.S. securities law and tax counsel to Moka Financial Technologies Inc. in its sale to Mogo Inc., a digital payments and financial technology company listed on the TSX and Nasdaq, in a share-for-share transaction valuing Moka at approximately $50 million.

Canadian Business Growth Fund, 2021

Acted for Canadian Business Growth Fund in the C$340-million sale of PayBright Inc., one of Canada's leading buy-now-pay-later provider, to Affirm Holdings Ltd.

IOU Financial Inc., 2020

Acted for IOU Financial Inc. in its strategic transaction with Neuberger Berman, which comprised a non-brokered private placement of common shares of the company for gross proceeds of approximately C$2.1 million and a loan purchase agreement with a fund managed by Neuberger Berman for up to US$150 million per year over the next two years.

Novacap Management and Caisse de dépôt et placement du Québec, 2020

Acted for various funds managed by Novacap Management Inc. (as selling shareholders) and for Caisse de dépôt et placement du Québec in connection with the US$833-million initial public offering and concurrent private placement of Nuvei Corporation, representing the largest technology IPO, by both equity capital raised and market capitalization at the time of listing, in TSX history.

Square, Inc., 2020

Acted as Canadian counsel to Square, Inc. in its acquisition of Dessa, a Toronto-based company building machine learning applications that address significant real-world challenges for all types of businesses.

A significant real estate investment fund, 2020

Acted for a significant real estate investment fund in an arbitration relating to the termination of an offer to purchase a property to establish a crypto-mining facility and a dispute relating to the release of a purchase price of $3.5 million held in trust by a third party.

Total System Services Inc. (TSYS), 2019

Acted for Total System Services Inc. (TSYS), a leading global payments provider, on competition matters related to its US$26-billion merger of equals with Global Payments Inc., to create a global technology-enabled payments company.

Caisse de dépôt et placement du Québec and Business Development Bank of Canada, 2019

Acted for Caisse de dépôt et placement du Québec and Business Development Bank of Canada regarding the restructuring of Portag3 Ventures, an early-stage investor initially formed to establish a leading, interconnected fintech ecosystem, operating in Toronto, Montréal, New York and Singapore.

The Bank of Nova Scotia, 2018

Acted for a syndicate of lenders, led by The Bank of Nova Scotia, in the financing of Thinking Capital Financial Corporation, Canada's leading fintech lender to small businesses, which was acquired by Purpose Financial LP.

tZERO.com, subsidiary of Overstock.com, 2018

Acting as Canadian counsel for tZERO.com, the financial technology subsidiary of Overstock.com, in its USD$250-million offering of security tokens using blockchain technology by way of a Simple Agreement for Future Equity (SAFE).

Equibit Group Ltd., 2018

Acted for Equibit Group Ltd., a blockchain development company focused on building a decentralized securities network that facilitates the issuance and transfer of securities on the blockchain.

National Bank of Canada, 2018

Acted for National Bank of Canada in a $80-million secured capital call loan made available to a fintech venture fund focused on investments in the global financial technology sector.

Bulletin

Filling the Gap: Scope of Canadian Anti-Money Laundering Laws Expanded

June 07, 2022 – The Canadian federal government has fulfilled its promise to expand Canada’s anti-money laundering (AML) regime to cover crowdfunding platforms and certain payment service providers (PSPs) that previously operated outside the scope of the Proceeds of Crime (Money Laundering) and Terrorist...

Bulletin

Following the Money: Emergencies Act Invoked to Expand Anti-Money Laundering Rules

Feb. 17, 2022 – The Canadian federal government announced this week that it was invoking the never-before-used Emergencies Act 1 in response to ongoing blockades and occupations arising out of the self-titled “Freedom Convoy” protests. As part of the emergency declaration, the government announced additional...

Guide

Davies Governance Insights 2018

Oct. 03, 2018 – Davies’ annual Governance Insights reports analyze the top governance trends and issues important to Canadian boards, senior management, in-house counsel and governance observers. In the 2018 edition, we shine the spotlight on the following issues that shaped the corporate governance landscape...

Bulletin

Demystifying Crypto in Canada: Will 2018 Be the Year of Blockchain?

Mar. 07, 2018 – The year 2017 was one of tremendous growth for blockchain, as the technology underlying Bitcoin gained attention from mainstream media outlets, financial institutions, investment funds and securities regulators across the globe. Blockchain’s rise to prominence was led by an interest in...

Bulletin

OSC Invites TokenFunder to Play in the CSA Sandbox

Oct. 26, 2017 – Earlier this month, the Ontario Securities Commission (OSC) released its decision to grant exemptive relief from applicable Canadian registration requirements to Token Funder Inc. (TokenFunder) for the launch of its initial offering of FNDR tokens. By blessing the upcoming offering by TokenFunder...

In the News

Geoffrey Rawle, Zain Rizvi Referenced in Financial Post Article About Bitcoin

Sept. 22, 2017 – Davies lawyers Geoffrey Rawle and Zain Rizvi ’s recent client communication on the Canadian Securities Administrators’ (CSA) approach to cryptocurrency offerings is referenced in a recent Financial Post article. The Post’s article discusses the strength of the CSA’s directive and quotes Geoff...

Bulletin

Cooling the Blockchain Boom: CSA Staff Narrow the Path for Cryptocurrency Offerings

Sept. 07, 2017 – Cryptocurrency users take note – Canadian securities laws may apply, and regulators are paying attention. On August 24, 2017, the Canadian Securities Administrators released strong guidance on how securities regulators will view and regulate cryptocurrency offerings, also known as initial coin or...