Executive Summary

Jay Lefton is a partner in our Corporate Commercial Group and Toronto Regional Leader of the Venture Capital Group. Jay focuses his practice on corporate and securities law, including public and private financings, mergers, acquisitions and takeover bids, private equity, strategic alliances, and technology transfer and licensing, with an emphasis on technology and life sciences companies. Recognized as a leading lawyer in these areas of law by the foremost legal rankings publications, Jay represents and advises issuers (both publicly and privately owned), special committees, advisers, venture capitalists, institutional investors and private equity funds. He also advises universities, hospitals, research institutions and researchers at various stages in the commercialization of their discoveries. He has advised acquirors and target companies and their boards of directors in connection with negotiated transactions and unsolicited takeover bids, many of which were multi-jurisdictional in nature.

Jay leads the firm's initiative in Israel and has worked with the last five Israeli trade commissioners to Canada to encourage collaborations between Israeli and Canadian companies. Jay’s involvement with Israeli companies includes advising on mergers and acquisitions, capital raising, the establishment of Canadian subsidiaries, Canadian employment-related matters (including relating to the grant of stock options) and research collaborations.

Jay is a former member of the Ontario Securities Commission's Securities Advisory Committee, which advises the Commission on various matters, including legislative and policy initiatives.

Publications & Presentations

Publications

  • Contributing Editor – Canada, Takeover Guides: Canada, Multinational Takeover Bids Task Force, Securities Law Committee, International Bar Association.
  • Author, "Acquisitions of Canadian Corporations Using Plans of Arrangement," International Business Lawyer, December 2003.
  • Author, "Use of Voting Support Agreements in Canadian M&A Transactions," Federated Press Corporate Financing Journal, 2003.
  • Author, "A Guide to the Use of Exchangeable Shares in the Acquisition of Canadian Companies," Tax Notes International, February 2000.
  • Author, "Toronto and Tel Aviv Exchanges Sign MOU: Is Dual-Listing on the Horizon?," Canadian Securities Law News, April 2010.
  • Author, "The Lawyer's Role in Canadian Mid-market Mergers & Acquisitions," The Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada, 2005 (with Martin E. Kovnats).
  • Author, "Ontario Leaves Limitation Questions Unanswered," International Financial Law Review, January 2004.
  • Author, "Exempt Securities Distributions," Canadian Tax Highlights, February 2002.
  • Contributing Editor – Canada, Takeovers Practice Manual, Practical Law Company, 1996-2002.
  • Author, "Use of Exchangeable Shares in the Acquisition of Canadian Corporations," US Bancorp Piper Jaffray M&A Monitor, 2001.

Presentations

  • Speaker, "Doing Business in Canada and Related Cross-Border M&A Issues," International Law Section of the Austin Bar Association, March 2014.
  • Speaker, "Top 20 Legal Mistakes Start-Ups Make:"
    • Ryerson University, Digital Media Zone, February 2014.
    • University of Ontario Institute of Technology,  Entrepreneurship Café, February 2014.
    • McMaster University, Joint Presentation of the School of Graduate Studies and McMaster Industry Liaison Office, November 2013.
  • Speaker, “Getting Academic Research into the Marketplace,” School of Graduate Studies Best Practices Luncheon, McMaster University, November 2013.
  • Moderator, "International M&A in the High Tech and Energy Sectors," Joint Conference of the Israel Bar Association and the International Law Section of the American Bar Association entitled "Law, Business and Technology," Eilat, Israel, May 2013.
  • Speaker, "Mergers and Acquisitions in the Transportation and Logistics Industries," TransCore Link Logistics Subscriber Conference, July 2012.
  • Speaker, "Private Enterprises and Growth Capital," International Bar Association Annual Meeting, Dubai, United Arab Emirates, November 2011.
  • Speaker, "Key Canadian Considerations in Public M&A Transactions," American Bar Association Subcommittee on Public Company Acquisitions, ABA Annual Meeting, August 2011.
  • Speaker, "Commercialization 101: Lessons from the Trenches," Strategic Planning Day, Michael G. DeGroote Institute for Infectious Disease Research, McMaster University, June 2011.
  • Speaker, "Getting Academic Research Into the Marketplace: Tech Transfer and Structuring Issues for Licensing Transactions and Spin-Out Companies," University of Toronto Faculty of Medicine Innovation & Commercialization Seminar Series, March 2011.
  • Speaker, "Mergers & Acquisitions of Life Science and Technology Companies,"2nd Joint Conference of the International Bar Association and the Israel Bar Association entitled "The Globalization of Knowledge-Based Industries," Tel Aviv, Israel, February 2011.
  • Speaker, "Collaborations between Industry and Higher Education: What Works and What Doesn't," Alliance for the Commercialization of Canadian Technologies (ACCT) Canada, Directors' Forum, September 2010.
  • Speaker, "Structuring for Success: Technology Transfer and Commercialization Issues for the Academic Researcher," University of Toronto Faculty of Medicine Innovation and Commercialization Seminar Series, April 2010.
  • Speaker, "Options and Other Equity-Based Incentives for Employees and Other Service Providers: Tax, Corporate and Securities Issues" and "Confidentiality, Non-Competition and Non-Solicitation Agreements: Recent Developments," Thunder Bay Law Association Annual Continuing Legal Education Conference, October 2009.
  • Speaker, "Common Mistakes That Cause Turmoil in Licensing, Financing and M&A Transactions," Structures for Success: Specialized Legal and Finance Strategies, Sault Ste. Marie Innovation Centre Workshop, September 2009.
  • Speaker, "Technology Transfer: From Conception to Commercialization," Thunder Bay Regional Research Institute, November 2008.
  • Speaker, "Alternative Financing Strategies in Canada: SPACs, CPCs and Stock Exchange Listings," October 2008.
  • Speaker, "M&A Considerations in Acquiring Privately Held Companies: Market Trends, Key Provisions, Traps and Pitfalls," Thunder Bay Law Association Annual Continuing Legal Education Conference, October 2008.
  • Speaker, "The Pitfalls and Perils of Drafting Contracts," BioPharma CFO Roundtable sponsored by KPMG LLP, April 2006.
  • Speaker, "Fundamentals of Licensing Agreements for the General Practitioner," , Thunder Bay Law Association Annual Continuing Legal Education Conference, October 2005.
  • Speaker, "Incorporating Companies, Issuing Shares and Raising Capital in Ontario – Keeping up with the New Rules: an Overview of National Instrument 45-106," Thunder Bay Law Association Annual Continuing Legal Education Conference, October 2005.
  • Speaker, "A Practical Guide to Starting a Business and Raising Capital in Ontario: 75 Tips in 75 Minutes," Northwestern Ontario Technology Centre, October 2005.
  • Speaker, "Do's and Don'ts in Global Biotech Fundraising," Annual International Convention of the Biotechnology Industry Organization, Philadelphia, Pennsylvania, June 2005.
  • Speaker, "Accessing the North American Capital Markets: The Canadian Perspective," 2nd Annual Corporate Counsel Conference, Guangzhou, China, October 2004.
  • Speaker, "Technology Tango: Strategic Alliances and Partnering for Leverage and Growth," Canadian Institute Conference entitled "The Art and Science of Financing High Techs," 2000.
  • Speaker, "Legal Considerations in the IPO Process," Institute for International Research Conference entitled "Going Public: Winning IPO Strategies," 1999.
  • Speaker, "Anatomy of a Licensing Agreement: Legal and Business Considerations in Drafting Licence Agreements and Negotiating Financial Provisions," BioCatalyst Yorkton Biotech Conference entitled  "Licensing 202: An Advanced Course in Pharmaceutical and Biopharmaceutical Licensing," 1999.
  • Speaker, "A Review of Securities Law Implications of Accessing the Canadian Capital Markets," Bio '98 Conference, Biotechnology Industry Organization, New York, 1998.
  • Speaker, "Public and Private Financings of Biotech Companies: A Legal Perspective," Canadian Institute Conference entitled "North American Perspective on The Business of Biotechnology: Financing and Other Important Issues," 1997.
  • Speaker, "Overview of the Capital Markets and Financing of Biotechnology Companies" Symposium sponsored by the Cuban government, Havana, Cuba, 1997.
  • Speaker, "Medical Device Companies: A Non-Regulatory Overview of Doing Business in Canada," The BioEast '96 Conference, Washington, DC, 1996.
  • Symposium Chair, "Doing Business in the Canadian Biotech Environment," The BioEast '96 Conference, Washington, DC, 1996.
  • Speaker, "Strategic Alliances and Innovative Financings in the Bio/Pharm Industry: Motivation, Financial Trends and Techniques," Institute for International Research Conference entitled "Pharmaceutical Alliances and Partnerships," 1995.
  • Chair, Canadian Embassy in Washington Symposium introducing the Canadian biotechnology industry to the Washington/Maryland/Virginia biotech community, 1994.

Rankings & Recognitions