Russell is developing a broad corporate practice.
He has assisted clients on a range of transactions, including public and private mergers and acquisitions, securities offerings, financings, corporate governance and other corporate matters.
Russell teaches the Regulation of the Canadian Cannabis Industry course at Osgoode Hall Law School.
Waste Management of Canada Corporation
Acted for Waste Management of Canada Corporation, an indirect wholly-owned subsidiary of Waste Management, Inc., in its Canadian private placement of $500 million of 2.60% notes due 2026, which were fully guaranteed by Waste Management, Inc. and Waste Management Holdings, Inc.
BMO Nesbitt Burns Inc.
Acted for the syndicate of underwriters, led by BMO Nesbitt Burns Inc., in a $150-million bought deal public offering of common shares of New Gold Inc.
Redwood Holdings, LLC
Acted for Redwood Holdings, LLC, in its US$300-million sale of U.S.-based Lord Jones, a luxury brand CBD business, to Cronos Group Inc., a Canadian publicly traded licensed cannabis producer.
McKesson Canada and Rexall
Advised McKesson Canada and Rexall on regulatory and commercial matters relating to market access under the Cannabis Act and the distribution of medical cannabis through various channels.
Xplornet Communications Inc.
Acted for Xplornet Communications Inc. in its U.S. and Canadian private placement of US$75 million in high-yield notes.
Acted for French biopharmaceutical company Ipsen in the acquisition of Québec-based Clementia Pharmaceuticals for a purchase price of US$25.00 per share in cash upfront, plus a contingent value right (CVR) of US$6.00 per share, for a total transaction value of up to US$1.31 billion.
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.
Brio Gold Inc.
Acted for Brio Gold Inc. in the US$264-million acquisition by Leagold Mining Corporation for all of the issued and outstanding shares of Brio Gold.
Acted for McKesson Canada in its acquisition of Well.ca, an online retailer of health, wellness, baby and beauty products.
Bank of America Merrill Lynch
Advised Bank of America Merrill Lynch in the $245-million investment by Constellation Brands in Canopy Growth, a diversified cannabis company, for 9.9% of the company.
At-the-Market Distributions Arrive in Canada
June 08, 2020 - Reporting issuers will soon be able to implement at-the-market (ATM) distributions without obtaining regulatory relief. 1 Starting August 31, 2020, ATM distributions in Canada will no longer be subject to prescribed liquidity requirements or prescribed limits on aggregate distribution size or...
In High Demand: Health Canada Releases Final Regulations for Cannabis Edibles, Extracts and Topical Products
June 17, 2019 - Health Canada has released the final regulations (Regulations) that will govern cannabis edibles, extracts and topical products. The Regulations will come into force on October 17, 2019, in substantially the same form as the draft regulations published by Health Canada in December 2018. Market...
CSA Proposes New At-the-Market Distribution Regime
May 16, 2019 - The Canadian Securities Administrators (CSA) recently published a notice and request for comment that proposes amendments (Proposed Amendments) to Part 9 of National Instrument 44-102 Shelf Distributions (NI 44-102). The Proposed Amendments, when adopted, will provide a new regime for...
Cannabis Deal Traffic Flows in Both Directions Across the Border: Considerations for U.S. Law Firms, co-author
Apr. 15, 2019 - Business Law Today (American Bar Association)
Read the article.
Hemp-Derived CBD: United States Liberalizes Regulation
Dec. 13, 2018 - While much of the focus recently has been on Canada’s recreational cannabis industry, the United States has made a progressive move of its own, approving legislation that will remove industrial hemp from the definition of “marihuana” under the federal Controlled Substances Act (CSA). The...
Ontario Releases Framework for Private Retail Cannabis Sales
Sept. 28, 2018 - With less than three weeks before cannabis becomes legal for adult use in Canada, Ontario has finally tabled its approach to retail distribution. Among the myriad aspects of the recreational cannabis industry left to the discretion of the provinces, retail distribution may have the largest impact...
Investment Considerations for the Cannabis Industry: Spotting the Red Flags
Nov. 22, 2017 - The recent $245-million investment by Constellation Brands, a NYSE-listed producer of beer, wine and spirits, in TSX-listed Canopy Growth focused attention across North America on the Canadian cannabis industry. The announcement of the approximately 9.9% investment on October 30, 2017 drove Canopy...
Québec Releases Framework for Recreational Cannabis
Nov. 21, 2017 - The Canadian government is going full steam ahead with its plans to legalize cannabis for recreational purposes in July 2018, but it has left some of the toughest decisions relating to the sale, distribution, cultivation and promotion of cannabis to the provinces and territories. As a result, a...