Steven J. Cutler

Partner

Steven J. Cutler

Steven J. Cutler

Partner

Bar Admissions
  • Ontario, 2010

An agile and business-minded lawyer, Steve works on a broad range of corporate and securities matters.

Steve’s practice particularly focuses on securities offerings, as well as mergers and acquisitions. He acts for issuers on their securities and corporate law obligations. Public and private clients of all sizes – including companies in the resource sector – value Steve for his responsiveness and his results-oriented approach to their challenges.

Steven J. Cutler

Partner

An agile and business-minded lawyer, Steve works on a broad range of corporate and securities matters.

Steve’s practice particularly focuses on securities offerings, as well as mergers and acquisitions. He acts for issuers on their securities and corporate law obligations. Public and private clients of all sizes – including companies in the resource sector – value Steve for his responsiveness and his results-oriented approach to their challenges.

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J.P. Morgan Securities Canada Inc. and TD Securities Inc.

Acting for J.P. Morgan Securities Canada Inc. and TD Securities Inc., the financial advisors to the special committee and board of directors of Inter Pipeline Ltd., in connection with the unsolicited bid from Brookfield Infrastructure Partners including with respect to their inadequacy opinions.

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Syndicate of Underwriters

Acted for a syndicate of underwriters, led by BofA Securities, Credit Suisse and Scotiabank, on the US$250-million initial public offering of Triple Flag Precious Metals Corp, a gold-focused streaming and royalty company offering bespoke financing solutions to the metals and mining industry and backed by Elliott Management. This 2021 offering is Canada's largest mining-related IPO in nine years.

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TD Securities Inc. and Credit Suisse Securities (Canada), Inc.

Acted for the underwriting syndicate led by TD Securities Inc. and Credit Suisse Securities (Canada), Inc. in MindBeacon Holdings Inc.'s $65-million initial public offering of common shares.

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Google LLC

Acted for Google LLC in its acquisition of North Inc., a pioneer in human computer interfaces and smart glasses.

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BMO Capital Markets

Acted as Canadian and U.S. counsel to BMO Capital Markets in an at-the-market equity offering by cannabis company Organigram Holdings Inc. in Canada and the United States under the multijurisdictional disclosure system.

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Lead Investor

Acted for the lead investor in a US$30-million private placement of special warrants issued by Acreage Holdings, Inc., one of the largest vertically integrated cannabis operators in the United States.

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Apotex Inc.

Acted as lead transaction and tax counsel to Apotex Inc. and ApoPharma USA Inc. on the sale of the ApoPharma business, including the global rights to Deferiprone, an iron chelator used to treat iron overload conditions resulting from blood transfusions, to Chiesi Farmaceutici S.p.A.

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Syndicate of Underwriters

Acted for a syndicate of underwriters led by J.P. Morgan, BMO Capital Markets, Goldman Sachs & Co. LLC, RBC Capital Markets and Scotiabank on the US$2.2-billion cross-border initial public offering of subordinate voting shares and tangible equity units of GFL Environmental Inc., the fourth largest diversified environmental services company in North America. The offering is one of the largest IPOs in Canadian history.

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BMO Capital Markets

Acted as Canadian and U.S. counsel to BMO Capital Markets in an at-the-market equity offering by cannabis company Organigram Holdings Inc. in Canada and the United States under the multijurisdictional disclosure system.

Mobile Content:

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its US$428-million acquisition of all of the outstanding shares of Acacia Mining plc (Acacia) not already owned by Barrick by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (United Kingdom).

Bulletin
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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...

Bulletin
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COVID-19: Canadian Public Disclosure Considerations During the Pandemic

Mar. 23, 2020 - Canadian public issuers grappling with the impact of the COVID-19 pandemic on their businesses are rightly focusing on the health and safety of their workforce and customers, business continuity and risk management. However, while balancing these and the many other critical issues flowing from...

Bulletin
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CSA to Pursue Six Initiatives to Cut “Red Tape” for Reporting Issuers

Mar. 28, 2018 - The Canadian Securities Administrators (CSA) will be initiating six policy projects aimed at reducing regulatory burdens for non-investment fund reporting issuers. The projects include: reviewing potential alternative prospectus models;, facilitating at-the-market (ATM) offerings;, revisiting the...

Bulletin
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United States Joins Canada and European Union in Adopting Transparency Rules

June 29, 2016 - In line with a global trend for greater transparency of payments made by companies in extractive industries to governments of resource-rich countries, the United States has joined Canada and the European Union in adopting “publish what you pay” rules for such companies. These rules are aimed at...

Bulletin
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“Publish What You Pay” Guidance Finalized

Mar. 21, 2016 - Natural Resources Canada has finalized its implementation tools for the Extractive Sector Transparency Measures Act (ESTMA), which was proclaimed into force in June 2015. Commonly known as the “ publish what you pay ” standards, ESTMA establishes mandatory reporting standards for payments...

Bulletin
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It’s Easier to Go “Overboard”: ISS Amends Director Overboarding Policy

Nov. 18, 2015 - Today Institutional Shareholder Services Inc. (ISS) announced that, effective February 1, 2017, it will reduce the number of public company boards on which a director may serve before it recommends that shareholders withhold votes from that director under its amended Overboarded Directors Policy...

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IFLR1000: Guide to the World’s Leading Financial Law Firms—Mergers and Acquisitions

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Lexpert Special Edition: Finance and M&A

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The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Finance and Securities; Mergers and Acquisitions

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The Best Lawyers in Canada—Mergers and Acquisitions Law; Securities Law

Bar Admissions
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Ontario, 2010

Education
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Osgoode Hall Law School, JD, 2009
University of Waterloo, MASc, 2007
University of Waterloo, BASc (Systems Design Engineering) (Honours), 2005

An agile and business-minded lawyer, Steve works on a broad range of corporate and securities matters.

Steve’s practice particularly focuses on securities offerings, as well as mergers and acquisitions. He acts for issuers on their securities and corporate law obligations. Public and private clients of all sizes – including companies in the resource sector – value Steve for his responsiveness and his results-oriented approach to their challenges.

J.P. Morgan Securities Canada Inc. and TD Securities Inc.

Acting for J.P. Morgan Securities Canada Inc. and TD Securities Inc., the financial advisors to the special committee and board of directors of Inter Pipeline Ltd., in connection with the unsolicited bid from Brookfield Infrastructure Partners including with respect to their inadequacy opinions.

Syndicate of Underwriters

Acted for a syndicate of underwriters, led by BofA Securities, Credit Suisse and Scotiabank, on the US$250-million initial public offering of Triple Flag Precious Metals Corp, a gold-focused streaming and royalty company offering bespoke financing solutions to the metals and mining industry and backed by Elliott Management. This 2021 offering is Canada's largest mining-related IPO in nine years.

TD Securities Inc. and Credit Suisse Securities (Canada), Inc.

Acted for the underwriting syndicate led by TD Securities Inc. and Credit Suisse Securities (Canada), Inc. in MindBeacon Holdings Inc.'s $65-million initial public offering of common shares.

Google LLC

Acted for Google LLC in its acquisition of North Inc., a pioneer in human computer interfaces and smart glasses.

BMO Capital Markets

Acted as Canadian and U.S. counsel to BMO Capital Markets in an at-the-market equity offering by cannabis company Organigram Holdings Inc. in Canada and the United States under the multijurisdictional disclosure system.

Lead Investor

Acted for the lead investor in a US$30-million private placement of special warrants issued by Acreage Holdings, Inc., one of the largest vertically integrated cannabis operators in the United States.

Apotex Inc.

Acted as lead transaction and tax counsel to Apotex Inc. and ApoPharma USA Inc. on the sale of the ApoPharma business, including the global rights to Deferiprone, an iron chelator used to treat iron overload conditions resulting from blood transfusions, to Chiesi Farmaceutici S.p.A.

Syndicate of Underwriters

Acted for a syndicate of underwriters led by J.P. Morgan, BMO Capital Markets, Goldman Sachs & Co. LLC, RBC Capital Markets and Scotiabank on the US$2.2-billion cross-border initial public offering of subordinate voting shares and tangible equity units of GFL Environmental Inc., the fourth largest diversified environmental services company in North America. The offering is one of the largest IPOs in Canadian history.

BMO Capital Markets

Acted as Canadian and U.S. counsel to BMO Capital Markets in an at-the-market equity offering by cannabis company Organigram Holdings Inc. in Canada and the United States under the multijurisdictional disclosure system.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its US$428-million acquisition of all of the outstanding shares of Acacia Mining plc (Acacia) not already owned by Barrick by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (United Kingdom).

Bulletin

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...

Bulletin

COVID-19: Canadian Public Disclosure Considerations During the Pandemic

Mar. 23, 2020 - Canadian public issuers grappling with the impact of the COVID-19 pandemic on their businesses are rightly focusing on the health and safety of their workforce and customers, business continuity and risk management. However, while balancing these and the many other critical issues flowing from...

Bulletin

CSA to Pursue Six Initiatives to Cut “Red Tape” for Reporting Issuers

Mar. 28, 2018 - The Canadian Securities Administrators (CSA) will be initiating six policy projects aimed at reducing regulatory burdens for non-investment fund reporting issuers. The projects include: reviewing potential alternative prospectus models;, facilitating at-the-market (ATM) offerings;, revisiting the...

Bulletin

United States Joins Canada and European Union in Adopting Transparency Rules

June 29, 2016 - In line with a global trend for greater transparency of payments made by companies in extractive industries to governments of resource-rich countries, the United States has joined Canada and the European Union in adopting “publish what you pay” rules for such companies. These rules are aimed at...

Bulletin

“Publish What You Pay” Guidance Finalized

Mar. 21, 2016 - Natural Resources Canada has finalized its implementation tools for the Extractive Sector Transparency Measures Act (ESTMA), which was proclaimed into force in June 2015. Commonly known as the “ publish what you pay ” standards, ESTMA establishes mandatory reporting standards for payments...

Bulletin

It’s Easier to Go “Overboard”: ISS Amends Director Overboarding Policy

Nov. 18, 2015 - Today Institutional Shareholder Services Inc. (ISS) announced that, effective February 1, 2017, it will reduce the number of public company boards on which a director may serve before it recommends that shareholders withhold votes from that director under its amended Overboarded Directors Policy...

IFLR1000: Guide to the World’s Leading Financial Law Firms—Mergers and Acquisitions

Lexpert Special Edition: Finance and M&A

The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Finance and Securities; Mergers and Acquisitions

The Best Lawyers in Canada—Mergers and Acquisitions Law; Securities Law

Bar Admissions

Ontario, 2010

Education

Osgoode Hall Law School, JD, 2009
University of Waterloo, MASc, 2007
University of Waterloo, BASc (Systems Design Engineering) (Honours), 2005