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Gary S.A. Solway

Partner

Partner |

T: 416.777.6555

Toronto

Solway Gary
 
  • Recent Experience
  • Recent Recognition
  • Insights, News & Events
  • Related Services

T: 416.777.6555


Toronto

  • Education
  • Bar Admissions
  • Recent Experience
  • Recent Recognition
  • Insights, News & Events
  • Related Services
  • Recent Experience
  • Recent Recognition
  • Insights, News & Events
  • Related Services

Gary Solway is Managing Partner of the Technology, Media & Entertainment 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 speaks frequently at conferences on topics related to financing of technology businesses. In addition to writing numerous published articles on a wide variety of corporate law topics, he contributed a number of chapters to Directors' Duties in Canada, 6th Edition, published in Canada by LexisNexis and is co-editor of and chapter contributor to the soon-to-be-published 7th Edition.

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 is currently developing model fund formation documents. Gary is also a member of the firm's Corporate Governance & Director Protection Practice Group.

Education

Queen's University, BComm, 1981 University of Toronto, LLB, 1983 

Bar Admissions

Ontario, 1985

Recent Experience

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 transactions, and a convertible note financing.
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 financing and licensing matters, including its loan from Business Development Bank.
Opus One Energy Solutions, in financings by foreign-based venture capital investors, including its Class A and B financings and its credit facility with Silicon Valley Bank.
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.
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.
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 Penquins.
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.

Recent Recognition

The Canadian Legal Lexpert Directory
Consistently Recommended, Corporate Mid-Market, Corporate Commercial Law, Private Equity, and Technology Transactions
Repeatedly Recommended, Corporate Finance & Securities 
Best Lawyers in Canada
Recognized as one of Canada's leading Technology and Corporate lawyers
Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in Canada
Recognized as a leading lawyer in the area of Technology Transactions
Lexpert Special Edition on Technology
Recognized as one of Canada's leading lawyers in Technology
LexisNexis Martindale-Hubbell
BV Distinguished Peer Review Rating

Insights, News & Events

Speaking Engagements

Invest Canada Webinar Series: Myths about U.S. VC Participation in Canadian Deals

September 16, 2020
       

Announcements

Fifteen Bennett Jones Lawyers in Lexpert's Special Edition on Technology

May 13, 2020
       

Blog

New Diversity Disclosure Requirements for Public CBCA Corporations

August 15, 2019
       

Announcements

136 Lawyers in Canadian Legal Lexpert Directory

May 06, 2019
       

Announcements

22 Bennett Jones Lawyers in Leading 500 in Canada

December 12, 2018
       

Blog

New Rules for CBCA Companies

May 17, 2018
       

Speaking Engagements

M&A – What to Expect and How to Prepare

May 09, 2018
       

Speaking Engagements

Deloitte Next Generation CIO Academy

July 11, 2017
       

Updates

Cybersecurity: 2017 Report & 2016 Reflections

February 2017
       

In the News

Gary Solway in Canadian Lawyer on Bill C-25

January 31, 2017
       

Speaking Engagements

Third Annual CICMA - CIAA - CDL - Joint Seminar

October 26, 2016
       

Blog

Amendments to the Canada Business Corporations Act

October 05, 2016
       

Speaking Engagements

Ontario Medical Association, EMR Every Step Conference

September 22, 2016
       

Articles

Directors' Duties in Canada, 6th ed.

April 06, 2016
       

Related Services

Commercial Transactions
Mergers & Acquisitions
IT & Business Services
Venture Capital
Capital Markets
Private Equity & Investment Funds
Technology, Media & Entertainment
Corporate Governance
Technology Law
Cybersecurity

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