Michael Der has a general corporate and commercial law practice with particular emphasis upon securities law, corporate finance, mergers and acquisitions (“M&A”), mining and oil and gas law.

His experience includes advising on finance, M&A and joint venture transactions, including multi-jurisdictional transactions involving the United States, the United Kingdom, South Africa, China and India. He has developed particular expertise advising mining and oil and gas issuers on such transactions.

Michael acts for issuers listed on the Toronto Stock Exchange and the TSX Venture Exchange. He also acts for agents and underwriters with respect to initial public offerings and public and private debt and equity offerings.

Michael has been lead counsel for numerous public and private offerings of debt, equity and hybrid securities by corporations, limited partnerships and other special purpose entities, including cross-border financings. He has also been lead counsel with respect to private and public M&A transactions, including the establishment of joint ventures, asset/share purchase and sale transactions, reverse takeovers, takeover bids, plans of arrangement and other corporate reorganizations.

On a daily basis Michael advises clients with respect to Toronto Stock Exchange, TSX Venture Exchange and securities commission regulatory matters and all aspects of continuous disclosure obligations. He has also assisted clients to develop, implement and assess corporate governance policies.

Michael also routinely acts as the legal coordinator for his clients with respect to their international activities and has significant experience dealing with domestic and international legal issues and international counsel.

Professional Experience includes:

  • Public offerings by long form prospectus, short form prospectus and post-receipt pricing (PREP) prospectus.
  • Private placements for public and private companies.
  • Debt financing – convertible, non-convertible and equity line of credit.
  • Regulation D, Rule 144A and offering memorandum offerings in the United States by Canadian issuers.
  • International private placements by Canadian issuers.
  • Financing, acquisition and exit strategy structuring for private equity funds.
  • Exploration, mining and processing facility finance/construction transactions including joint ventures, options and royalties.
  • Dual listing on domestic and foreign stock exchanges and graduation from the TSX Venture Exchange to the Toronto Stock Exchange.
  • Restructuring and reorganizing transactions including asset/share acquisitions, plans of arrangement, mergers, reverse takeovers and other reorganizations.
  • Representing agents/underwriters on public and private financings.
  • Creation of capital pool companies and completion of qualifying transactions.
  • Structuring, creation and financing of private mutual fund trusts.
  • Continuous disclosure including NI 43-101 – Standards of Mining Disclosure, NI 51-101 – Standards of Disclosure for Oil and Gas Activities and NI 51-102 – Continuous Disclosure Obligations.
  • Advising clients on corporate governance issues.