Geoff assists clients with public and private mergers & acquisitions, including contested and conflicted M&A situations such as shareholder activism, corporate defence and related party transactions.
He helps businesses raise money through capital markets and bank finance transactions, and has worked on venture financings and IPOs, including on the NASDAQ.
Geoff has a particular interest in engineering and technology, including natural resources, infrastructure, telco and software, data and IP licensing transactions.
Before joining our firm, Geoff practised with a leading New York law firm, served as in-house counsel at a global financial technology firm and worked as a computer engineer.
Geoff is an adjunct professor in the new GPLLM program in Innovation, Law and Technology at the University of Toronto Faculty of Law. He is a board member at Casey House, Canada’s first and only stand-alone hospital for people living with HIV/AIDS.
Blackstone Tactical Opportunities
Acted for Blackstone Tactical Opportunities, a fund managed by Blackstone, in its sale of TITUS Inc., an Ottawa-based leading provider of data classification and categorization solutions, to an affiliate of HelpSystems Holdings, Inc.
Acted for SunOpta Inc. in connection with a US$60-million equity investment by related party Oaktree Capital Management, L.P. and activist shareholder Engaged Capital, LLC in preferred shares of a SunOpta subsidiary exchangeable into common shares of the public parent company and voting on an as-exchanged basis.
Blackstone Real Estate Income Trust, Inc.
Acted for Blackstone Real Estate Income Trust, Inc. in its US$240-million preferred equity investment in Tricon Residential Inc., a rental housing company focused on serving the middle-market demographic in North America.
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
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.
The Carlyle Group
Acted as Canadian counsel to The Carlyle Group for the term loan and senior note offering financing for its joint acquisition with GIC of the global specialty chemicals business of Akzo Nobel N.V.
tZERO.com, subsidiary of Overstock.com
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).
Morgan Stanley, J.P. Morgan and Deutsche Bank Securities Inc.
Acted as Canadian counsel to a syndicate of underwriters, led by Morgan Stanley, J.P. Morgan and Deutsche Bank Securities, in a US$950-million offering of The Stars Group Inc.'s common shares by way of a treasury and secondary offering in Canada and the United States under the multijurisdictional disclosure system. The net proceeds from the treasury offering were, together with debt financing and cash on hand, to fund the acquisition of Sky Betting & Gaming.
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.
Canadian Imperial Bank of Commerce
Acted for Canadian Imperial Bank of Commerce (CIBC) in a mutual agreement with a grocery retailer regarding their long-running arrangement and the wind down of the retail on-line bank branded by that grocery retailer and provided by CIBC.
Obey or Pay: OSC Warns Off-Shore, Unregistered Trading Platforms Offering Securities to Ontario Investors
Oct. 15, 2018 - The Ontario Securities Commission (OSC) recently approved a settlement agreement with eToro (Europe) Limited (eToro), a Cyprus-based brokerage firm that operates an online cryptocurrency and stock trading platform, imposing over C$2.8 million in penalties on eToro for violating registration and...
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...
CSA Offers Tips for Token Offerings: Direction or Deterrence?
June 28, 2018 - The Canadian Securities Administrators (CSA) has published CSA Staff Notice 46-308 – Securities Law Implications for Offerings of Tokens (2018 Notice). Released on June 11, 2018, it provides some long-awaited clarity on the CSA’s view on token offerings, commonly known as initial coin...
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...
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
Geoff Rawle, Zain Rizvi Referenced in Financial Post Article About Bitcoin
Sept. 22, 2017 - Davies lawyers Geoff 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 and...
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...
Boards Beware: Regulators Actively Monitoring Related Party Transactions
July 31, 2017 - On July 27, 2017, staff of the Ontario, Québec, Alberta, Manitoba and New Brunswick securities regulatory authorities offered guidance on the role of boards and special committees and on their process and disclosure obligations in conflict of interest transactions. 1 The Notice is helpful in that...
Osgoode Hall Law School, Business Law Society, “Sponsor-Backed PIPE Transaction” case-study
Jan. 20, 2017
University of Toronto Faculty of Law, JD/MBA Program, “Sponsor-Backed PIPE Transaction” case-study
Jan. 18, 2017