Who We Are

Claxton Business Law is the corporate legal practice founded by Edward B. (“Ted”) Claxton. Claxton Business Law provides corporate and commercial legal services.

Ted’s practice focuses on transactional corporate matters, particularly mergers & acquisitions, joint ventures, cross-border projects, securities, venture capital and derivative products.  He has wide experience in a wide variety of fields.

His practice includes:

  • Assisting in-house legal departments that need senior experienced counsel for a transactional project
  • Acting in transactional matters for companies without in-house legal counsel
  • Acting for investors in connection with their investments
  • Advising technology and start-up companies on their legal needs

Ted believes in respecting your financial realities. So, he will consider a wide variety of pricing and payment formulae.

Experience

  • Software, hardware and firmware companies: multiple acquisitions of Canadian privately-held companies by a public US-based microcircuit company.
  • Software companies: two acquisitions of Canadian privately-held software companies by a public German software company.
  • US-based microcircuit company: the initial public offering of shares of an investee company in Canada and the sale of its shares in, and subsequent to, the IPO.
  • Investor in technology companies: investments in equity or convertible debentures of approximately 15 privately-held Canadian technology companies and two public Canadian technology companies by a public US-based microcircuit company
  • Mobile game production company: a significant equity investment in a Canadian privately-held game production company and a related master game development agreement by the US subsidiary of a Japanese mobile gaming company.
  • Swedish public media corporation: Advising a Swedish public company incorporated in Luxembourg over more than ten years in connection with the launch and publication of free daily newspaper in Canada, the negotiation of three joint ventures to launch and publish free daily newspapers in Canada, various transactions carried out by those joint ventures and the ultimate disposal of all of the company’s interests in its Canadian newspaper joint ventures.
  • Californian private equity fund: an acquisition of a Canadian software business by a Californian private equity fund.
  • Canadian newspapers: Advising the operators of several Canadian free daily newspapers in connection with material strategic distribution contracts.
  • Software company: the sale of a privately-held software company to a listed Canadian corporation, involving the payment of cash, shares and debt to certain retiring shareholders and cash and shares to certain shareholders continuing to be employed by the business.
  • Marconi plc: Advising on two acquisitions of Canadian information technology companies, the sale of a material interest in a Canadian public company engaged in avionics and other defence electronics businesses, the sale of various other businesses in the defense contracting and medical diagnostic technologies industries and the sale of certain information technology investments.
  • Private equity-held US telecommunications company: Advising a private equity-owned US private corporation on the acquisition of a Canadian telecommunications technology business.
  • Natural Microsystems Corporation: Advising Natural Microsystems Corporation, a US-based public company, on the acquisition of Inno Media Logic (IML) Inc, a Quebec-based privately-held, VC-backed corporation, through an exchangeable share structure implemented by take-over bid.
  • French public corporation: Advising on the acquisition of a Canadian-based manufacturer of cable and wire and subsequent warranty claims.
  • Genesys SA: Advising Genesys SA, a publicly-held French corporation engaged in the teleconferencing business, on the acquisition of Astound Inc, an unlisted publicly-held Canadian corporation, through an exchangeable share structure implemented by plan of arrangement, including an interim financing pending closing.
  • Canadian point-of-sale software company: Advising a Canadian privately-held company operating in the point-of-sale software business, on the acquisition of all of the shares of a privately-held software sales corporation based in Scotland.
  • Telecommunications company: Advising a Canadian telecommunications company on the reorganization of a limited partnership structure for a business owning and operating telecommunications satellites.
  • ActivCard: Advising A Californian technology company on its acquisition of an Ottawa-based technology company by way of plan of arrangement.
  • Wireless telephone service provider IPO: Acting for the underwriters on a cross-border equity and debt initial public offering.
  • U.S.-based merchant bank: Advising on its acquisition of a private Quebec-based “smart card” developer and manufacturer.
  • Public Canadian film production and distribution company: Negotiating and completing a private placement of convertible debentures to a private equity fund.
  • Quebec-based investment fund: the establishment of a corporate joint venture to license and develop a pharmaceutical product.
  • Axcan Pharma: the privatization by auction of a public corporation with activities in Canada and the United States and its ultimate sale to TPG Capital for US$1.3 billion.
  • German pharmaceuticals company:the acquisition of a privately-held Canadian manufacturer of natural health products.
  • Swiss-controlled Canadian company: Advising on arrangements for the supply of active pharmaceutical ingredients to a US generic drug manufacturer for a pharmaceutical product coming off-patent, related regulatory and contractual matters, and the assertion and settlement of various litigious claims.
  • IC Axon: the sale of an online and offline continuing medical education business to a US-based competitor.
  • Canadian private equity fund: a significant equity and debt investment in a New York-based supplier of medical equipment to consumers.
  • Multinational pharmaceuticals company: the sale of a manufacturing facility in Quebec and ongoing product supply arrangements.
  • US biotech company: the termination of a pharmaceutical development joint venture with a Quebec-based counterparty.
  • Canadian bank subsidiary of a foreign bank: Advising a Canadian Schedule II bank with respect to the issuance of multiple series of principal protected notes in Canada through independent agents in a “white label” structure, and subsequent securities regulatory, litigation and related matters arising from the insolvency of the independent agents while the notes were outstanding.
  • Assante Capital Management Advising a Winnipeg-based mutual fund management group on the acquisition of a Quebec-based mutual fund and securities dealer.
  • Underwriter on IPO: Advising on the initial public offering of a Quebec-based consumer products manufacturer.
  • Meloche Monnex: Representing the 40 percent management minority interest in the sale of an insurance company and insurance brokerage to a Canadian financial institution, and a hedge of the minority’s exposure to the buyer’s equity post-closing.
  • Investment advisor: Advising a Swiss-based private bank on its acquisition of the minority’s interest in a joint venture investment advisory business.
  • Underwriters on mining company financing: securities work for a public financing of a junior mining exploration company.
  • International bank: advising on a securitization of oil inventory.
  • Large distributor of electrical and plumbing supplies: contractual and regulatory work for an initial public offering of equity securities; also advising on ongoing securities obligations.
  • Petroleum producer: advising a promoter of petroleum funds on the formation and issuance of securities of multiple funds and the restructuring and conversion of limited partnerships into a royalty trust issuer of participatory royalty units.
  • St. Laurent Paperboard: the purchase of a closed pulp and paper manufacturing facility in Ontario and reactivation of that facility.
  • Pulp and paper manufacturer: acting for the underwriters on a cross-border equity and debt financing and simultaneous acquisition of an integrated U.S. pulp and paper manufacturing and distribution business.
  • Private Equity Fund: advising a US private equity fund on the acquisition of a paper manufacturing business.
  • Canadian pulp and paper manufacturer: advising on a bank financing and an issuance of convertible debentures.
  • Securities dealer: advising on a private placement financing of a sawmill company in Quebec.
  • Issuer and Underwriter on IPOs: advising on two initial public offerings by way of “carve-out” transactions of pulp and paper companies, including simultaneous debt financings in both cases and issuance of convertible debentures in one case.
  • Pulp and paper manufacturer: advising on the acquisition and start-up of a pulp and paper mill in Ontario, Canada; initially contemplated as joint venture and subsequently completed as a complex earn-out.
  • Multinational manufacturer of wood pulping equipment: advising an Austrian-based multinational on the acquisition of a Quebec-based manufacturer from a UK-based multinational.
  • Major Canadian airline: advising on defensive measures, public communications and relations with alliance partners in the context of a hostile take-over bid.
  • Major Canadian airline: advised on the negotiation of provisions of airline codesharing arrangements and alliance agreements.
  • Multinational corporation: advising on the acquisition by a multinational of railway car and locomotive manufacturing assets in 11 jurisdictions.
  • Airline: advising on the sale of an aircraft fleet.
  • Canadian railway: advising on securities law issues in connection with outstanding debt securities and the prospect of a substantial issuance of equity to the public, including prospectus disclosure obligations.
  • Canadian railway: advising on the securities law obligations of two public offerings of debt by way of prospectus in the United States under the multi-jurisdictional disclosure system, including preparation of prospectuses. Also advising on preparation of prospectus-level ongoing disclosure documents.
  • Canadian railway: advising on the establishment of a shelf prospectus structure for the issuance of debt securities, including coordinating compliance obligations advice with US counsel and preparation of prospectus.
  • Underwriters: advising on eurobond offerings by a Canadian railway.
  • Canadian airline: due diligence investigation of a Canadian airline with a view to merger with a competitor.
  • Mining, smelting and processing corporation: the establishment of a joint venture between mineral processors for the processing of smelting by-products.
  • Manufacturer of specialty steel products: the sale of a specialty steel rolling mill in Manitoba, Canada.
  • Australian manufacturer of bottle-caps: the creation of a limited partnership joint venture with a Canadian brewery and the licensing of rights to the joint venture, operation of the joint venture and the ultimate unwinding of the limited partnership and sale of the joint venture’s assets.
  • British defense contracting and aerospace company: Advising on various Canadian government procurement issues, including a service contract for the maintenance of submarines.

Education & Qualifications

RECOGNITION

RECOGNITION

  • Recognized by Best Lawyers in Canada as one of Canada’s leading lawyers in the areas of Derivatives Law (2009-2013, 2016) and Mergers & Acquisitions Law (2016)
  • Repeatedly recommended by The Canadian Legal Lexpert Directory (2011-2015) as one of Canada’s leading lawyers in the area of Derivative Instruments
  • Recognized by The Legal 500 Canada in the area of Corporate and M&A (2015)
  • Martindale-Hubbell: Distinguished BV Peer Review Rating

INSIGHTS

INSIGHTS

  • Quoted in “Start-up : comment constituer son équipe de rêve”, Les Affaires, April 25, 2015
  • Published papers on trust-based securitizations and royalty trusts in Quebec, on the U.S. Canada multi-jurisdictional disclosure system, on expansion of the powers of the Ontario Securities Commission, on the distinctive features of the Quebec legal system for common law lawyers and the chapter on “Liability of Senior Executives Under Securities Legislation” in Executive Employment Law (Butterworth Canada, 1994)
  • Written memos for general distribution to the clients on take-over bids in Canada, reforms in Canadian bankruptcy law and Canadian law for US investors

ACTIVITIES & AFFILIATIONS

ACTIVITIES & AFFILIATIONS

  • Member, Québec Bar
  • Member, Law Society of Upper Canada
  • Associate member,  American Bar Association

PRESENTATIONS

PRESENTATIONS

  • Has spoken to various groups of professionals on diverse aspects of cross-border transactions, directors’ responsibility, international contracts, investment structures and legal planning for business start–ups
  • “Acquiring or Selling a Business: Choosing the “Right” Structure”, Client Continuing Education Training, March 26, 2015
  • “Structuring, Documenting and Managing Joint Ventures”, Client Continuing EducationTraining, November 4, 2015.

EDUCATION

EDUCATION

  • Dalhousie University, 1983, LLB
  • McGill University, 1982, BCL
  • McGill University, 1979, BA (History and Economics)

ADMISSIONS & QUALIFICATIONS

ADMISSIONS & QUALIFICATIONS

  • Law Society of Upper Canada (Ontario Bar), 1985
  • Quebec Bar, 1985
  • Fluent in English & French
Contact Us

Experienced legal transaction services tailored to your needs

Contact us to get the help you need, at ted@claxtonbusinesslaw.com or (514) 608-0413.
Contact Us