“She’s very responsive and client service focused. She is thoughtful and thorough.”
Client – Chambers Global 2015
Brooke partners with her clients to provide comprehensive solutions to complex matters. Clients appreciate her creative and practical approach.
Brooke has significant expertise in fund formation and acts for sponsors of and investors in private equity, venture capital, infrastructure and debt funds. Established and startup funds turn to Brooke for practical advice for, and efficient execution of, their investments, fundraising activities, secondary transactions, compensation and governance arrangements, and restructurings.
Brooke regularly advises clients on acquisitions and dispositions of private companies, including transactions that involve a significant structuring component to achieve specific tax or commercial objectives. She also regularly provides practical advice and guidance regarding public offerings of complex structured products.
Brooke is an adjunct professor in the Global Professional Master of Laws program in Innovation, Law and Technology at the University of Toronto Faculty of Law.
InstarAGF Asset Management Inc.
Acted for InstarAGF Asset Management Inc. in the formation of US$1.2-billion InstarAGF Essential Infrastructure Fund II, an infrastructure fund focused on investments in North America, with limited partners from Canada, U.S., Europe and Asia.
Business Development Bank of Canada
Acted for Business Development Bank of Canada in its investment, as an anchor investor, in Amplitude Ventures, a venture capital fund focused principally on the health and the life sciences sectors.
Acted as transaction counsel in an investment in Northspyre, a company offering project management software for real estate owners and developers.
Acted as transaction counsel in a seed round investment in Elevate Rooms, a company offering marketing solutions to the hospitality industry.
Acted as transaction counsel in a Series B round investment in Bode, LLC, a hospitality company that offers big data solutions to the real estate industry.
Acted as Canadian counsel to Sidewalk Infrastructure Partners with its founding. Sidewalk Infrastructure Partners is a newly-formed company that is focused on investing in technology-enabled infrastructure to transform urban life and create long-term value. It plans to hold, operate and invest in advanced infrastructure for the digital age.
Acted for Hydrostor Inc., a developer of Advanced Compressed Air Energy Storage (A-CAES) projects, in securing a US$37-million growth financing to advance their global pipeline of utility-scale energy storage projects, including equity, debt, an asset acquisition, cash commitments, a project development partnership with Meridiam, a global infrastructure developer, and a strategic technology partnership with Baker Hughes, a GE Company.
Business Development Bank of Canada
Acting for Business Development Bank of Canada in connection with the Government of Canada's Venture Capital Catalyst Initiative, which involves the formation of certain venture capital fund-of-funds. Northleaf Venture Catalyst Fund II, HarbourVest Canada Growth Fund II, Teralys Capital Innovation Fund and Kensington Venture Fund II, four of the five venture capital fund-of-funds established under the VCCI program, had their final closings in 2019.
Business Development Bank of Canada
Acted for Business Development Bank of Canada in its investment, as an anchor investor, in Framework Venture Partners, a newly-formed venture capital fund focused principally on software as a service, artificial intelligence and machine learning companies.
Canadian Business Growth Fund
Acted for Canadian Business Growth Fund in connection with its investment in Lift Auto Group, a consolidator of automotive collision repair centres, and its investment in PayBright, a technology-enabled point-of-sale consumer payments and lending platform.
Supporting Canadian Startups: BDC Launches $150-Million Bridge Financing Program
Apr. 23, 2020 - BDC Capital (BDC) announced on April 9, 2020, that it is launching the BDC Capital Bridge Financing Program, an investment matching program designed to support Canadian startups impacted by COVID-19. The program will allow BDC to match up to an aggregate of $150 million in current financing rounds...
COVID-19: Considerations for Investment Funds
Mar. 24, 2020 - The COVID-19 pandemic will affect managers of hedge funds and other similarly structured open-ended private funds in a number of ways. The nature and extent to which any particular fund and its manager are affected by COVID-19 will depend on the stage and maturity of the fund, the investment...
COVID-19: What Private Fund Managers Need to Know Now
Mar. 24, 2020 - The COVID-19 pandemic will affect managers of private funds in several ways. The nature and extent to which any particular fund manager is affected by COVID-19 will depend on many factors, including the type of fund, the investor base of the fund and whether the fund is currently being marketed to...
ILPA Model LPA: ILPA 3.0 Was Only the Beginning
Nov. 13, 2019 - The Institutional Limited Partners Association (ILPA) has released a Model Limited Partnership Agreement (Model LPA) following its publication of the third version of its principles of industry best practices (ILPA 3.0) earlier this year. The Model LPA reflects ILPA 3.0 and is part of ILPA’s...
Go North, Young Fund! Marketing Private Funds in Canada, co-author
Oct. 31, 2019 - Canada is an attractive market for foreign private funds that wish to market to, and place their interests with, institutional or high-net-worth investors. Foreign private fund managers sometimes find themselves perplexed by the various rules and regulations that apply to their private...
ILPA Principles 3.0: Back to the Future?
Sept. 16, 2019 - In June 2019, the Institutional Limited Partners Association (ILPA) published a third version of principles that set out ILPA’s view of industry best practices (ILPA 3.0). ILPA 3.0 contains several recommendations regarding the ways in which fund sponsors should structure their funds to ensure a...
Law Society of Ontario, The Annotated Shareholder Agreement 2018, “Key Provisions for Private Equity Investors”; Toronto, ON
Sept. 24, 2018
AIMA, Navigating Private Placement Regimes Around the World 2017 conference; London, UK
May 16, 2017
New Franchises Act in British Columbia: A Little Less Certainty, A Little More Regulation for Franchisors
Oct. 14, 2015 - On October 5, 2015, the British Columbia government introduced a draft Franchises Act (BC Act). The BC Act would apply to franchise agreements relating to franchises that are operated wholly or partly in British Columbia. Following the lead of jurisdictions such as Ontario, Alberta,...
OSC Provides New Guidance on Disclosure Regarding REIT Distributions
Jan. 27, 2015 - The Ontario Securities Commission has conducted a review of the disclosure of selected Real Estate Investment Trusts (REITs), and on January 26, 2015 published OSC Staff Notice 51-724 – Report on Staff’s Review of REIT Distributions Disclosure. The Notice identifies four areas in which the...
Chambers Canada: Canada’s Leading Lawyers for Business—Private Equity: Fund Formation
IFLR1000: Guide to the World’s Leading Financial Law Firms—Private Equity
The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Finance and Securities; Private Equity
PLC Which Lawyer?—Private Equity: Fund Formation