Brooke Jamison

Partner

Brooke Jamison

Brooke Jamison

Partner

“Brooke is pragmatic, responsive and very knowledgeable in the area of fund structure and management. I have tremendous respect for her judgement and experience.”
Client – Chambers Canada 2021

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 is a member of our Management Committee. 

Brooke Jamison

Partner

“Brooke is pragmatic, responsive and very knowledgeable in the area of fund structure and management. I have tremendous respect for her judgement and experience.”
Client – Chambers Canada 2021

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 is a member of our Management Committee. 

Mastermind Toys

Acted for Mastermind Toys in its proceedings under the Companies' Creditors Arrangement Act, which included liquidating 18 stores and the sale of majority of its locations to Mastermind Toys Inc., a subsidiary of Unity Acquisitions Inc.

Sprott Inc.

Acted for Sprott Inc. in the formation of Sprott Private Resource Streaming and Royalty Annex Fund, a US$310-million annex fund that invests alongside Sprott’s first streaming fund, which brings the combined total assets under management of Sprott Resource Streaming and Royalty Corp. in both funds to US$1.1 billion.

Plaza Ventures

Acted for Plaza Ventures in the formation of its PV Special Opportunity Fund II, which focuses on investments in high growth technology or technology-enabled companies pursuant to secondary transactions or treasury offerings. 

Kensington Private Equity Fund

Acted for Kensington Private Equity Fund in its US$50-million Series C investment in TheGuarantors, a North American fintech company building smart financial and insurance solutions for renters and landlords.

Sprott Inc.

Acted for Sprott Inc. in the formation of Sprott Private Resource Streaming and Royalty Fund, which focuses on investments in commodity streams and royalties in the global natural resource sector. The fund raised US$701 million, which included syndication capital raised from a large institutional asset manager.

Hydrostor Inc.

Acted for Hydrostor Inc., a developer of Advanced Compressed Air Energy Storage (A-CAES) projects, in securing a US$250-million preferred equity financing commitment from Goldman Sachs Asset Management - one of the largest investments in the emerging long-duration energy storage sector.

Fulcrum Capital Partners Inc.

Acted for Fulcrum Capital Partners in connection with the formation of Fulcrum Capital Partners VI, Fulcrum’s sixth fund, which will make private equity investments in lower mid-market companies located in Canada.

Ironbridge Equity Partners Management Limited

Acted for Ironbridge Equity Partners in the first and final closing of its fourth private equity fund, Ironbridge Equity Partners IV, LP, which raised $383 million from investors globally and surpassed its $325-million target.

Sprott Resource Streaming and Royalty Corp.

Acted for Sprott Resource Streaming and Royalty Corp. in the acquisition by Sprott Private Resource Stream Fund and its joint venture partner, Electric Royalties Ltd., of a gross metal royalty on the Mid-Tennessee Zinc mine located in Smith County, Tennessee from Globex Mining Enterprises Inc.

Hydrostor Inc.

Acted for Hydrostor Inc., a developer of Advanced Compressed Air Energy Storage (A-CAES) projects, in securing $10 million in growth capital financing from BDC Capital to advance four A-CAES projects in Canada, the United States and Australia.

Canadian Business Growth Fund

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.

Sprott Resource Lending Corp.

Acting as Canadian counsel for Sprott Resource Lending Corp. in the formation of a co-branded fund with CNL Financial Group, LLC. which will focus on investments in the natural resources and precious and base metals extraction industry.

Northleaf Capital Partners

Acted for Northleaf Capital Partners in its strategic sale of a non-controlling interest to Mackenzie Financial Corporation, a subsidiary of IGM Financial Inc., and Great-West Lifeco Inc.

Bank of Montreal

Acted for Bank of Montreal in its investment in The Fertility Partners, a new venture creating a network of respected fertility clinics across North America.

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.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners with the formation of Birch Hill Equity Partners VI, Birch Hill's sixth fund, which will make private equity investments in mid-market companies principally located in Canada.

Spring Lane Capital

Acting as counsel to Spring Lane Capital in the formation of its inaugural private equity fund formed to invest in sustainability projects in the energy, water, food and waste industries.

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.

Hydrostor Inc.

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.

Sidewalk Labs

Acted as Canadian counsel to Sidewalk Infrastructure Partners, a company that is focused on investing in technology-enabled infrastructure to transform urban life and create long-term value.

Northspyre

Acted as transaction counsel in an investment in Northspyre, a company offering project management software for real estate owners and developers.

Elevate Rooms

Acted as transaction counsel in a seed round investment in Elevate Rooms, a company offering marketing solutions to the hospitality industry.

Bode, LLC

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.

Sprott Resource Lending Corp.

Acted for Sprott Resource Lending Corp. in the formation of a co-investment vehicle to facilitate co-investments by an investor in Sprott Private Resource Lending II.

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.

Sprott Resource Lending Corp.

Acting as lead counsel for Sprott Resource Lending in the structuring and formation of Sprott Private Resource Lending II, a debt fund that provides credit facilities to, and invests in notes, bonds, debentures and other debt instruments of, companies or other entities in the natural resource sector on a global basis.

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.

Canadian Business Growth Fund

Acted for Canada's leading banks and insurance companies to form the Canadian Business Growth Fund, an independent evergreen fund with a national mandate to provide long-term patient, minority capital to entrepreneurs pursuing growth and expansion strategies.

Apollo Global Management, LLC

Acted as Canadian counsel to Apollo Global Management, LLC in its $305-million acquisition of the Qdoba restaurant franchise from Jack in the Box Inc.

Royal Bank of Canada

Acted for Royal Bank of Canada in the establishment of its $7-billion senior note program in 2018, and ongoing representation of Royal Bank of Canada in takedowns of structured products under its senior note program.

InstarAGF Asset Management Inc.

Acted for InstarAGF Asset Management Inc. in connection with the formation of InstarAGF Essential Infrastructure Fund with total equity capital commitments of $740 million.

PSP Investments

Acted for PSP Investments in its strategic initiatives with Pattern Energy Group Inc., including (i) the acquisition of a 9.9% interest in Pattern Energy; (ii) the joint venture between PSP and Pattern Energy to co-invest in various renewable projects; (iii) the joint acquisition with Pattern Energy of a 51% and 49% interest, respectively, in the 179 MW Meikle wind project in British Columbia and the 143 MW Mont Sainte-Marguerite wind project in Québec; and (iv) the acquisition of 49% of the Class B interests held by Pattern in the Panhandle 2 wind project in Texas.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in connection with its acquisition and related financing of Avena Foods Limited, a leading supplier of gluten-free oats to the North American market.

Sprott Resource Lending Corp.

Acted for Sprott Resource Lending Corp. in connection with the formation of Sprott Private Resource Lending, LP., a private credit fund focused on lending to resource companies. 

500 Startups

Acted for 500 Startups in the formation of its first Canadian venture capital seed fund.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners in connection with the sale of control of TSC Stores LP to Peavey Industries LP.

Panolam Industries International, Inc.

Acted as Canadian counsel to Panolam Industries International, Inc., a portfolio company of funds managed by affiliates of Apollo Global Management, LLC, in connection with its acquisition by Insight Equity Management Company LLC, a leading middle market private equity firm.

Oxford Park Group

Acted for Oxford Park Group in the formation of PointNorth Capital LP, a fund that continued Oxford Park's strategy of making special situation investments.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in connection with the first and final closing of its third private equity fund, Ironbridge Equity Partners III, LP, which raised $238 million from investors globally and surpassed its $200-million target.

Royal Bank of Canada

Acted for Royal Bank of Canada in connection with the establishment of its $7-billion senior note program in 2016, and ongoing representation of Royal Bank of Canada in connection with takedowns of structured products under its senior note program, including pre-clearances of "novel" specified derivatives with the Autorité des marchés financiers in Québec.

Independent Electricity System Operator

Acted for the Independent Electricity System Operator in connection with its amended agreement with Bruce Power for the refurbishment of six nuclear units at the Tiverton-based nuclear generation station, the world's largest operating nuclear facility. The amended agreement secures 6,300 megawatts of baseload generating capacity for the province of Ontario and will result in an investment by Bruce Power of approximately $13 billion.

Fulcrum Capital Partners Inc.

Acted for Fulcrum Capital Partners Inc. in connection with the establishment of its fifth private equity fund, Fulcrum Capital Partners V, LP. The fund received $344 million in commitments, surpassing its initial target by 25%.

Department of Finance Canada

Acted for the federal Department of Finance in connection with Canada's Venture Capital Action Plan, a comprehensive strategy for deploying $400 million in new capital over the next 7 to 10 years, including the establishment of four private sector fund of funds with private sector investors. With their initial closings in 2014/2015, Northleaf Venture Catalyst Fund accepted commitments of $233 million, Teralys Capital Innovation Fund accepted commitments of $279 million, Kensington Venture Fund accepted commitments of  $160 million and HarbourVest Canada Growth Fund accepted commitments of  $218 million.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in connection with its investment in M&M Resources Inc., a leading energy services business focused on the oil and gas industry in northeast British Columbia and northwest Alberta.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in connection with the establishment of its second private equity fund, Ironbridge Equity Partners II, LP. In less than nine months of marketing, Ironbridge II received total commitments of over $154 million against a target of $125 million.

InnVest Real Estate Investment Trust

Acted for the Special Committee of InnVest Real Estate Investment Trust in connection with the request of Orange Capital, LLC for a special meeting of unitholders and the settlement entered into among InnVest, Orange Capital and certain other unitholders.

Diversified Global Asset Management Corporation

Acted for Diversified Global Asset Management Corporation, a global manager of hedge funds with more than $6.7 billion in managed and advised assets, in its acquisition by The Carlyle Group. 

Plazacorp Retail Properties Ltd.

Acted for Plazacorp Retail Properties Ltd. in its negotiated takeover bid of KEYreit for approximately $119 million and graduation from the TSX Venture Exchange to the Toronto Stock Exchange. Plazacorp's bid for KEYreit defeated an unsolicited takeover bid for KEYreit by Huntingdon Capital Corp.

InnVest Real Estate Investment Trust

Acted for InnVest Real Estate Investment Trust in connection with a public offering of $100 million aggregate principal amount of convertible unsecured subordinated debentures due March 31, 2019.

Cavendish Farms Corporation

Acted for Cavendish Farms Corporation in connection with its $60 million acquisition of Maple Leaf Foods Inc.'s potato processing business.

InnVest Real Estate Investment Trust and InnVest Operations Trust

Acted for InnVest Real Estate Investment Trust and InnVest Operations Trust in connection with a reorganization to unwind their "stapled unit" trading structure through a plan of arrangement under the Canada Business Corporations Act and the Trustee Act (Ontario).

Marret Asset Management Inc.

Acted for Marret Asset Management Inc. and certain bondholders in connection with the issuance by Cline Mining Corporation of common share warrants and the entry into a trust indenture by Cline Mining Corporation for the issuance of up to US$65 million of secured bonds.

Watsco, Inc.

Acted for Watsco, Inc. in its acquisition of 60% of Carrier's $330 million Canadian heating, ventilation and air conditioning distribution network in Canada, to form a joint venture with UTC Climate, Controls & Security, a unit of United Technologies Corp., under the name Carrier Enterprise Canada.

Royal Bank of Canada

Acted for Royal Bank of Canada in connection with the establishment of its $2-billion senior note program in 2011, and ongoing representation of Royal Bank of Canada in connection with takedowns of structured products under its senior note program, including pre-clearances of "novel" specified derivatives with the Autorité des Marchés Financiers in Québec.

Confidential client

Acted for a franchisor in connection with a number of franchise disputes.

Fulcrum Capital Partners Inc.

Acted for Fulcrum Capital Partners Inc. with respect to the establishment of its mezzanine funds in 2011 and 2012.

Royal Bank of Canada

Acted for Royal Bank of Canada in connection with offerings of $1.528 billion of equity, index and debt linked structured notes under its shelf prospectus platform. The offerings were made by RBC Dominion Securities Inc., Desjardins Securities Inc. and National Bank Financial Inc.

Fulcrum Capital Partners Inc.

Acted for Fulcrum Capital Partners Inc. in its acquisition of the Canadian private equity fund management and mezzanine debt business of HSBC Capital (Canada) Inc.

InnVest Real Estate Investment Trust

Acted for InnVest Real Estate Investment Trust in connection with a public offering of $50 million aggregate principal amount of stapled convertible unsecured subordinated debentures due March 30, 2018 and 3,600,000 stapled units of approximately $25 million. This is the first stapled debenture offering in Canada.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in the purchase by Ironbridge of all of the assets of Industrial Commercial Equipment Manufacturing Ltd. associated with its Frost Fighter business.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in the purchase by Ironbridge of all of the issued and outstanding shares of Lafrentz & Christenson Trucking Ltd.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in the purchase by Ironbridge of all of the issued and outstanding shares of Hank's Maintenance and Service Co.

Power Energy Corporation

Acted for Power Energy Corporation, a subsidiary of Power Corporation, in its investment in Potentia Solar Inc.(now known as Power Renewables Inc.), an independent power producer in Ontario generating electricity through solar-powered energy systems.

Northleaf Capital Partners Ltd.

Acted for Northleaf Capital Partners in connection with the formation of a fund to invest $400 million on behalf of Canadian Pension Plan Investment Board in mid-sized Canadian buy-out and venture capital funds.

Birch Hill Equity Partners and TD Capital Group Ltd.

Acted for private equity firm Birch Hill Equity Partners Inc., TD Capital Group Ltd. and the other principal shareholders of Lift Technologies Inc. in the sale of Lift Technologies to Calvi Holdings of Italy.

Merrill Lynch Canada Finance Company

Acted for Merrill Lynch Canada Finance Company in its renewal of its $5-billion medium term note program.

Cadim Inc.

Acted for Cadim Inc. (a division of Caisse de dépôt et placement du Québec) in connection with its partnership arrangements with Westmont Hospitality Group and Cadbridge Investors LP, and acted for Cadbridge and InnVest REIT in connection with their joint negotiated takeover bid for Legacy Hotels REIT in a transaction valued at approximately $2.5 billion.

InnVest Real Estate Investment Trust

Acted for InnVest Real Estate Investment Trust in its $270-million public offering of subscription receipts and convertible extendible unsecured subordinated debentures. The net proceeds of the offering were used to fund a portion of the purchase price for the units of Legacy Hotels Real Estate Investment Trust.

Cadim Inc. (a division of Caisse de dépôt et placement du Québec)

Acted for Cadim Inc. (a division of Caisse de dépôt et placement du Québec) in its partnership arrangements with Westmont Hospitality Group, and on behalf of both parties in connection with their joint acquisition of Boykin Lodging Company in an all-cash merger transaction valued at approximately US$416 million.

PetroKazakhstan Inc.

Acted for PetroKazakhstan Inc., a Canadian-listed energy company, in its US$4.18-billion acquisition by China National Petroleum Corporation by way of negotiated takeover bid.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners in connection with the formation of Birch Hill Equity Partners III, LP, an $850-million private equity fund.

In the News

Interview, Canadian Lawyer Magazine, “Major financing gives boost to long-term energy storage company, renewable energy transition: lawyer”

Jan. 21, 2022 - Read the full article.

Speaking Engagement

American Bar Association, “The Impact of ESG on Private Equity Deals: Where are We Now and Where Will we be in a Year?”; Webinar

Nov. 23, 2020

Article

ESG in the Time of COVID: Key Considerations for Investment Fund Managers

Sept. 18, 2020 - This article was originally published by the American Bar Association’s Business Law Today and is reproduced with permission. Since June 5, 2019, the date on which the Securities and Exchange Commission (the SEC) published its interpretation regarding the standard of conduct for...

Bulletin

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...

Bulletin

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...

Bulletin

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...

Bulletin

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...

Bulletin

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...

Bulletin

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...

Speaking Engagement

Law Society of Ontario, The Annotated Shareholder Agreement 2018, “Key Provisions for Private Equity Investors”; Toronto, ON

Sept. 24, 2018

Speaking Engagement

AIMA, Navigating Private Placement Regimes Around the World 2017 conference; London, UK

May 16, 2017

Bulletin

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 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada—Private Equity

Chambers Canada: Canada’s Leading Lawyers for Business—Investment Funds: Fund Formation (Band 1)

IFLR1000: Guide to the World’s Leading Financial Law Firms—Investment Funds; Private Equity

Lexpert Special Edition: Energy

Lexpert Special Edition: Finance and M&A

Lexpert Special Edition: Infrastructure

The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Finance and Securities; Investment Funds and Asset Management: Investment Funds; Mergers and Acquisitions; Private Equity

The Best Lawyers in Canada—Corporate Law; Mergers and Acquisitions Law; Securities Law; Private Funds Law; Leveraged Buyouts and Private Equity Law

PLC Which Lawyer?—Private Equity: Fund Formation

Bar Admissions

Ontario, 2002

Education

Peter A. Allard School of Law, University of British Columbia, LLB, 2001
Queen’s University, MA (English), 1995
University of Alberta, BA (Hons) (English), 1994

Professional Affiliations

Canadian Venture Capital & Private Equity Association, Canadian Women in Private Equity Committee

Board Memberships

Shakespearience Performing Arts, former member

Teaching Engagements

Brooke previously taught in the Global Professional Master of Laws program in Innovation, Law and Technology at the University of Toronto Faculty of Law.