Clients trust Jeff to immerse himself in their business issues and develop creative solutions that get their deals done.
Public and private companies choose Jeff for their most complex mergers, acquisitions and private equity investments, including take-private and joint venture transactions. He represents issuers and underwriters in initial public offerings, follow-on offerings and unregistered offerings. Clients value his excellent judgment and his pragmatic approach to the challenges of transactions. They frequently call on him to advise on compliance with U.S. securities laws, including corporate governance.
Before joining Davies, Jeff practised at Weil, Gotshal & Manges LLP in New York City, where he represented Molson in its $6-billion merger with Adolph Coors; advised Vivendi Universal in the $14-billion sale that created NBC Universal; and represented GE in various acquisition transactions.
During 2008‒2010, Jeff was a partner at a leading Tel Aviv law firm, where he represented many Israeli and foreign clients, including Apax Partners in its acquisition of Psagot Investment House Ltd., Israel’s largest investment house, and Thales S.A. in its “take private” acquisition of CMT Medical Technologies Ltd., which was listed on the Paris stock exchange.
Jeff has extensive transaction experience in the technology, telecommunications, manufacturing, chemical, healthtech and life sciences, media and entertainment industries.
GMP Securities L.P.
Acted for a syndicate of underwriters led by GMP Securities L.P. and comprising Desjardins Securities Inc., National Bank Financial Inc., Acumen Capital Finance Partners Limited, Scotia Capital Inc., RBC Dominion Securities Inc., Raymond James Ltd., Canaccord Genuity Corporation and PI Financial Corp. in a bought deal offering of 7,142,857 common shares of Goodfood Market Corp. for gross proceeds to the corporation of approximately $25 million.
CIBC Capital Markets and Eight Capital
Acted for CIBC Capital Markets and Eight Capital as joint bookrunners, in the public offering of approximately $55 million of subordinated voting shares of Canopy Rivers Inc., an investment and operating platform structured to pursue investment opportunities in the emerging global cannabis sector, and the concurrent private placement, on an agency basis, of $30 million of subordinated voting shares of Canopy Rivers to Canopy Growth Corporation.
Expert Travel Services, LLC
Acted for Expert Travel Services, LLC (Expert Flyer), a leading digital technology vendor for business travellers and frequent flyers, in its sale to Red Ventures, a U.S. marketing and advertising company.
International Imaging Materials, Inc.
Acted for International Imaging Materials, Inc., a leading developer and manufacturer of value-added consumable solutions for industrial and medical applications and a portfolio company of Altus Capital Partners, in its sale to ACON Investments, LLC.
Acted for Fortis Inc. to establish a base shelf prospectus qualifying up to US$2.5 billion of future public offerings of securities in Canada and the United States under the multijurisdictional disclosure system.
Acted for Fortis Inc. in its $500-million at-the-market public offering of common shares, which will be sold through the Toronto Stock Exchange, the New York Stock Exchange or on any other marketplace in Canada or the United States on which the common shares are traded.
Acted for Enerflex Ltd. in its private placement offerings of US$105 million of 4.67% senior unsecured notes due 2024, US$70 million of 4.87% senior unsecured notes due 2027, $15 million of 4.50% senior unsecured notes due 2024 and $30 million of 4.79% senior unsecured notes due 2027.
Xplornet Communications Inc.
Acted for Xplornet Communications Inc. in its U.S. and Canadian private placement of US$30 million in high yield notes and its US$30 million incremental secured term loan.
Acted for Fortis Inc. in connection with its issuance of an aggregate principal amount of approximately US$2 billion of registered notes in exchange for notes previously issued to U.S. investors on a private placement basis. The new notes issued as a result of the exchange offer were qualified by a prospectus supplement under a cross-border shelf prospectus filed under the multi-jurisdictional disclosure system.
Birch Hill Equity Partners
Acted for Birch Hill Equity Partners in connection with its acquisition of a majority stake in Cozzini Bros., an Illinois-based knife sharpening rental and exchange company.
Davies Governance Insights 2019, contributor
Oct. 03, 2019 - Davies Governance Insights 2019 is a comprehensive report that analyzes the governance trends and issues most important to Canadian public companies. Now in its ninth edition, Governance Insights is designed to be a playbook for navigating the diverse and complex challenges facing...
New SEC Rule Mandates Disclosure of Hedging Policies of SEC Registrants
Mar. 05, 2019 - A new rule of the U.S. Securities and Exchange Commission (SEC) will become effective on March 8, 2019, which will require SEC registrants (other than foreign private issuers) to disclose in their proxy or information statements any practices and policies regarding the ability of their employees,...
SEC Rulemaking Developments in 2017
Apr. 12, 2018 - Within the first hundred days of taking office, President Trump reiterated his commitment to scaling back existing financial regulations. In February 2017, President Trump signed into law Congress’s repeal of the extractive industry transparency rules adopted by the U.S. Securities and Exchange...
FAST Act Modernization and Simplification of Regulation S-K
Apr. 12, 2018 - Securities disclosure requirements in the United States are complex, and compliance can be a challenge. Compliance with Regulation S-K, which contains requirements applicable to the content of the non-financial statement portions of certain registration statements, annual reports and other ...
Inline XBRL Filing of Tagged Data
Apr. 12, 2018 - A company that prepares its financial statements in accordance with U.S. generally accepted accounting principles (GAAP) or International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and files with the U.S. Securities and Exchange Commission (SEC)...
SEC Guidance on Pay Ratio Disclosure
Apr. 12, 2018 - On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) adopted interpretive guidance to assist domestic reporting companies in their efforts to comply with the pay ratio disclosure required by item 402 of Regulation S-K under the Securities Act of 1933, as amended. On...
SEC Approves an NYSE Rule Amendment Prohibiting Release of Material News After Market Close
Apr. 12, 2018 - On December 4, 2017, the U.S. Securities and Exchange Commission (SEC) approved a New York Stock Exchange (NYSE) rule amendment – revised Rule 202. 06 – prohibiting NYSE-listed companies from releasing material news after the NYSE’s official trading closing time (NYSE Closing Time) until the...
Davies Governance Insights 2017
Oct. 02, 2017 - Davies Governance Insights 2017 provides analysis of the top governance trends and issues important to Canadian boards, senior management and governance observers. The 2017 edition provides readers with Davies’ take on important topics ranging from shareholder engagement and activism to...
SEC Expands the Use of Confidential Submissions of Draft Registration Statements
July 20, 2017 - The staff of the U.S. Securities and Exchange Commission (SEC) recently began accepting from all issuers confidential submissions of draft registration statements for review by the SEC staff in certain cases. Before this policy change, under the Jumpstart Our Business Startups Act of ...
SEC Adopts Final Rule Shortening Settlement Cycle to T+2
Mar. 28, 2017 - On March 22, 2017, the U.S. Securities and Exchange Commission (SEC) adopted a final rule amending Rule 15c6-1(a) under the U.S. Securities Exchange Act of 1934 to shorten the standard settlement cycle from three to two business days (i.e., from T+3 to T+2) for most broker-dealer...