Brooke Jamison

Partner

Brooke Jamison

Brooke Jamison

Partner

“She’s very responsive and client service focused. She is thoughtful and thorough.”
Client – Chambers Global 2015

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 also regularly provides practical advice and guidance regarding public offerings of complex structured products.

Brooke is an adjunct professor in the Global Professional Master of Laws program in Innovation, Law and Technology at the University of Toronto Faculty of Law.

Brooke Jamison

Partner

“She’s very responsive and client service focused. She is thoughtful and thorough.”
Client – Chambers Global 2015

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 also regularly provides practical advice and guidance regarding public offerings of complex structured products.

Brooke is an adjunct professor in the Global Professional Master of Laws program in Innovation, Law and Technology at the University of Toronto Faculty of Law.

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.

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.

Sidewalk Labs

Acted as Canadian counsel to Sidewalk Infrastructure Partners with its founding. Sidewalk Infrastructure Partners is a newly-formed company that is focused on investing in technology-enabled infrastructure to transform urban life and create long-term value. It plans to hold, operate and invest in advanced infrastructure for the digital age.

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.

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.

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.

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.

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.

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.

500 Startups

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

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. 

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.

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.

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.

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.

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. 

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 rounds...

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...

Chambers Canada: Canada’s Leading Lawyers for Business—Private Equity: Fund Formation

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

The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Finance and Securities; Private Equity

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 is an adjunct professor at the University of Toronto Faculty of Law where she teaches in the Global Professional Master of Laws program in Innovation, Law and Technology.

“She’s very responsive and client service focused. She is thoughtful and thorough.”
Client – Chambers Global 2015

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 also regularly provides practical advice and guidance regarding public offerings of complex structured products.

Brooke is an adjunct professor in the Global Professional Master of Laws program in Innovation, Law and Technology at the University of Toronto Faculty of Law.

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.

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.

Sidewalk Labs

Acted as Canadian counsel to Sidewalk Infrastructure Partners with its founding. Sidewalk Infrastructure Partners is a newly-formed company that is focused on investing in technology-enabled infrastructure to transform urban life and create long-term value. It plans to hold, operate and invest in advanced infrastructure for the digital age.

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.

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.

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.

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.

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.

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.

500 Startups

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

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. 

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.

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.

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.

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.

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. 

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 rounds...

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...

Chambers Canada: Canada’s Leading Lawyers for Business—Private Equity: Fund Formation

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

The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Finance and Securities; Private Equity

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 is an adjunct professor at the University of Toronto Faculty of Law where she teaches in the Global Professional Master of Laws program in Innovation, Law and Technology.