 Bennett Jones Education Queen's University, BComm, 1981 University of Toronto, LLB, 1983 Bar Admissions Ontario, 1985 Overview Gary Solway is Managing Partner of the Technology, Media & Entertainment Group and is a member of the firm's Corporate Governance & Director Protection Practice Group. His practice focuses on all aspects of corporate/commercial, corporate governance, special committee and securities work, primarily for clients in the technology, media and entertainment fields. Gary also acts for both U.S. and Canadian private equity and venture capital investors and for foreign buyers acquiring Canadian businesses. He advises clients on mergers and acquisitions, private and public financings, governance, shareholder arrangements, executive/employee compensation arrangements, director protection (including indemnities and D&O insurance), licensing and distribution agreements, international corporate structurings, corporate reorganizations, and private equity/venture capital fund formation. His clients range from technology startups to large TSX public companies. He regularly acts for independent/special committees of directors in connection with merger and acquisition transactions. His corporate governance practice includes advising directors on issues involving risk identification, assessment and response, with a focus on cyber security issues. Gary has been repeatedly recognized as a leading lawyer in corporate law, securities law, technology law and/or private equity law by Best Lawyers in Canada, the Canadian Lexpert Directory, the Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada, and the Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in Canada. Gary was also recognized in Lexpert's 2006 Guide to the 100 Most Creative Lawyers in Canada as one of the Top 40 Corporate Lawyers in Canada to Watch. Gary is one of three co-lead authors of Directors' Duties in Canada, 7th Edition (2021), published by LexisNexis. He developed and is the lead instructor of the Council of Canadian Innovators' Level 3 Innovation Governance Program for directors. He also lectures on governance in the CVCA's Private Capital Governance Program. He is the author of numerous published articles on a wide variety of corporate law topics and he lectures frequently on topics related to the financing and sale of technology businesses. Gary has been active as a director or officer of the CVCA, Canada's venture capital and private equity association since 2001. Gary is currently Secretary of the CVCA and Chair of the CVCA's Model Documents Committee. The Committee has created model documents for use in venture capital and private equity transactions which are available on the CVCA website. The Committee has recently annotated certain ILPA fund formation documents which are also available on the CVCA website. Select Experience • Blue Ant Media in its go-public transaction by way of reverse takeover of Boat Rocker Media • Klick Health in the spin out and financing of Sensei Labs division and its acquisition of Peregrine Market Access • Klick Group, the world's largest independent commercialization partner for life sciences, on the growth investment from Linden Capital Partners and GIC • Book4Time in its US$150-million sale to Agilysys • CrowdCare Corporation dba Wysdom.AI in its sale to Calabrio, a portfolio company of Thoma Bravo. • Clearpath Robotics, a leader in autonomous robotics, in its sale to Rockwell Automation • Connected Lab in its acquisition by Thoughtworks • ecobee in the US$770-million acquisition by Generac Holdings Inc. of all of ecobee Inc.'s outstanding securities by way of a plan of arrangement under the Canada Business Corporations Act. • TELUS in numerous private, technology-focused, M&A acquisitions throughout Canada and the United States. • Blue Ant Media in its acquisition of numerous
specialty television assets, other M&A matters, credit facilities and convertible
debt financings, shareholder financings and arrangements, employment matters, and intellectual property
matters. • ecobee in its $127-million Series C financing that included foreign-based venture capital investors, and related matters, its M&A acquisitions, and convertible note financings. • Clearpath Robotics in numerous matters, including financings that included Canadian and U.S.-based venture capital investors, and its credit facility with Silicon Valley Bank. • Daisy Intelligence in various financings and related matters, including its Class A round and
its credit facility with Scotiabank. • Nuralogix in its formation, acquisition of intellectual property assets, and various financings. • Book4Time in M&A financing and licensing matters, including its acquisition by a U.S. private equity firm. • Opus One Energy Solutions in M&A and financings, including its acquisition by GE Digital. • Board of Directors of Sears Canada in Sears' CCAA proceedings, one of the largest court-supervised liquidations in Canadian history. • Klick Health in connection with various matters including the spin out and financing of Sensei Labs division. • Sino-Forest, in all Canadian matters relating to or resulting from fraud allegations made against it after June 2011. • Canadian Venture Capital Association, as a former Director, current Secretary and Chair of the
Model Documents Committee, and in numerous legal matters, including negotiating the exemption of venture capital and private equity firms from the Canadian registration regime. • RuggedCom, in its defence of an unsolicited take-over bid by Belden
and subsequent supported acquisition by Siemens by way of
takeover bid for approximately $440 million. • Alliance Atlantis
Communications (Board and Special Committee), in the $2.3
billion sale of the company by way of plan of arrangement to Canwest, Goldman
Sachs Capital Partners and EdgeStone Capital Partners. • Alliance
Atlantis Communications, in the sale of Movie
Distribution Income Fund's 49 percent indirect interest in Motion Picture
Distribution LP. • Alliance Atlantis Communications, in the initial
public offering of Atlantis Communications; the combination with Alliance
Communications to form Alliance Atlantis Communications; the $156 million
initial public offering of trust units for Movie Distribution Income Fund; a
$138 million cross-border equity offering in Canada and the US; a $150
million PIPE provided by a German investor; the $75 million acquisition of
TSX-listed Salter Street Films; the US$205 million high yield bond
financing; and other governance, corporate and securities matters. • Can Art Aluminium, in its acquisition by TorQuest Equity Partners and its joint venture with Constellium. • Board of Directors of AlarmForce Industries, in its $184-million acquisition by BCE. • Sym-Tech, in its acquisition by Amynta. • Telax Voice Solutions, in its acquisition by Intermedia.Net Technologies. • Clipwire Games, in its strategic relationship with AppLovin. • Premise LED, in its sale to a strategic acquiror. • Venture capital firm, Round 13 Capital, in connection with numerous investments. • Connected Lab, in an investment by a venture capital firm and its sale to a strategic acquiror. • Sale of a medical clinic to a strategic acquiror. • Flo Partners, in its sale to strategic U.S. acquiror. • A major U.S. investor in North (formerly Thalmic Labs), in a convertible note financing and M&A matters. • Well.ca, a venture-backed private online merchant, in its acquisition by McKesson. • Various venture capital investors in the sale of venture-backed Rubikloud. • Unata, a venture-backed private software company, in its acquisition by Instacart. • Whitecap, on its investment in and disposition of its interest in Clearwater Clinical and Irystec. • OrderDynamics, in connection with its sale, and related matters. • OMERS Ventures, in its investment in Accerta Analytics. • Destiny Solutions, in its sale to private equity firm Riverside Partners. • Certain venture capital investors in a financing of Scribblelive. • Accelerator One Eleven, in its reorganization. • iMD Health, in financing and M&A matters. • A not-for-profit association in director election issues and governance matters. • A school board in a cyber security breach matter. • Leaders Fund, in investments in Influitive, 360incentives, TopHatMonocle and Crowdriff. • Round13, in a number of its investments. • Sightline Innovations, in financing matters. • An investor in a convertible note financing of Q4 Inc. • An Ontario trust company in cyber security and privacy advice. • A Canadian bank in cyber security governance advice. • Orderit.ca, in its acquisition by JUST EAT Canada. • Esna Technologies, a private software company, in its acquisition by Avaya. • Surfeasy, a venture-backed private software company, in its acquisition by Opera Software. • Point72 Ventures, as Canadian counsel in its investment in Flybits. • Cognos, in securities laws matters, director and officer indemnity and insurance program, M&A matters, corporate governance, and other corporate matters. • VenGrowth Management, on the sale of the VenGrowth Funds to Covington. • Bessemer Venture Partners, as Canadian counsel, in its venture investment in Shopify. • QuIC Financial Technologies, a venture-backed private software company, in its acquisition by Markit Group. • Cimtek, a venture-backed private engineering services firm, in its acquisition by US-based Circuit Check. • RuggedCom, in its $46-million initial public offering,
M&A matters (including its acquisition of an Israeli wireless networks
company), governance matters and general corporate and securities matters. • BlackBerry Partners Fund Limited Partners (including Royal Bank of Canada,
Thomson Reuters and Research In Motion), in the formation of
Fund I and Fund II. • Canadian Football League, in numerous franchise transactions and Grey Cup and other licensing matters. • PSE Sports & Entertainment LP (Jim Balsillie), in its attempt to acquire the Phoenix Coyotes and Pittsburgh Penguins. • DALSA, in advising DALSA senior management on the
acquisition by Teledyne. • Somerset Entertainment Income Fund (Special
Committee), in the friendly takeover bid by Fluid Music Canada. • Burntsand (Board and Special Committee), in
the friendly takeover bid by Open Text. • Public Storage
Canadian Properties (Special Committee), in the initially
hostile takeover bid by the controlling unitholder. • SMART Technologies,
in its $600 million cross-border initial public offering. • Skymeter, in various startup and angel
financings and shareholder arrangements. • SkyPower Wind Energy Fund LP,
in the sale of its Terrawinds wind energy project near
Riviere-du-Loup, Quebec and related assets for approximately $300 million. • Globalive (WIND Mobile), in distribution agreements. • SkyPower, in the acquisition of a minority stake by HSH Nordbank AG. • Triversity, a venture-backed private software company, in its acquisition by SAP. • DWL, a venture-backed private software company, in its
acquisition by IBM. • Formation of private equity/venture capital funds
for Priveq, Ventures West, VenGrowth, McLean Watson and others. • Husky Injection Molding Systems, in securities
matters, loan facilities and corporate governance. • Workbrain, in
its initial public offering. • Critical Path, in
its acquisition of DocSpace in an exchangeable share
transaction. • Synacor, Inc., in
its acquisition of Carbyn. |