Michael M. Macaulay
- P: 604.631.9153
- F: 604.669.1620
- P: 250.300.3024
Michael practices primarily in the areas of mergers and acquisitions, corporate finance, securities and private equity and venture capital transactions. He has extensive experience working with entrepreneurs, emerging companies and venture capital funds in the technology, clean technology and life sciences sectors, including on matters relating to company formation and structuring, financing, and commercial agreements.
Michael’s transactional experience includes: public and private equity and debt financings; acquisitions and dispositions of shares and business assets; plans of arrangement, take-over bids; and corporate reorganizations. He also regularly advises public and private companies with regards to ongoing corporate and securities law compliance and corporate governance matters.
- Canadian Bar Association, Member
- British Columbia (2008)
- Dalhousie University (LL.B., 2007)
- University of British Columbia (B.A., 2003) (First Class)
Venture Capital Financing Transactions:
- Acted for a Canadian venture capital firm in Series D financing of a California-based marketing technology company.
- Acted for a syndicate of Canadian and U.S.-based investors in Series C financing of a Toronto-based digital media company.
- Acted for Vancouver-based SaaS provider in connection with a Series Seed financing with foreign and Canadian venture capital firms.
- Acted for Toronto-based SaaS provider in connection with a Series C financing with U.S. and foreign venture capital firms.
- Acted for a Toronto-based SaaS provider in connection with a convertible bridge note financing with existing investors.
- Acted for virtual reality gaming company in connection with convertible note financing with angel investors.
- Acted for a privately-held clean technology company with respect to a cross-border strategic investment.
- Acted for investors in the acquisition of shares of a venture capital backed technology company in a secondary offering by early investors.
- Acted for a foreign venture capital fund in its investment in a Series B financing of a Vancouver-based software as a service provider.
- Regularly act for companies in connection with seed, angel and venture- backed investment rounds.
Capital Markets Financing Transactions:
- Acted for underwriters’ syndicate in connection with the concurrent Canadian public offering and listing and public offering on the Hong Kong Stock Exchange.
- Acted for numerous issuers in brokered and non-brokered private placements for both public and private companies.
- Acted for issuers and underwriters’ syndicates in various prospectus financing transactions.
- Acted for issuers in connection with IPOs and listings via reverse take-over.
- Advised ZAPI S.p.A. (ZAPI), a manufacturer of electronic speed controllers for application in electric and hybrid vehicles, in its acquisition of Delta-Q Technologies (Delta-Q), a leader in battery charging solutions for electric vehicles and industrial machines.
- Acted for TSX-listed technology company with respect to the acquisition of a TSX Venture Exchange-listed SaaS and telematics provider by way of a plan of arrangement.
- Acted for a TSX-listed geomatics technology company with respect to the disposition of its avionics business unit.
- Member of team that acted for the special committee of a TSX-listed company in relation to a hostile take-over bid and eventual conclusion of a friendly transaction.
- Acted for a TSX-listed company in the spin-out and listing of its wholly-owned subsidiary.
- Represented a private equity buyer in the acquisition of a BC-based retail chain.
- Acted for both acquiring and target companies in connection with acquisitions of public and private company targets in the technology, life sciences, natural resources and consumer products industries.
Commercial Agreements and Transactions:
- Advised Postmedia Network Inc., in relation to a strategic Marketing Collaboration Agreement with Mogo Finance Technology Inc. with a minimum value of $50,000,000 over a three year period. The Agreement is the first of its kind and includes an innovative structure which aligns the interests of both companies.
- Acted for a TSX and NYSE listed royalty and streaming company in negotiating and drafting a precious metals streaming agreement valued at US$1 billion.
- Regularly draft and negotiate various commercial agreements, including licensing agreements, software as a service agreements, subscription agreements, commercial sales agreements, service contracts, joint venture and strategic partnership agreements, mineral rights option agreements, royalty agreements, finder’s fee agreements and investor relations agreements.
- "Fast-changing technology sector keeps lawyers and law firms on their toes",Business in Vancouver(June 2016),Quoted
- "Benefits of Different Financing Strategies",Business in Vancouver(December 2012),Co-author
- “There’s Money in the Details for Vancouver Venture Capital Specialist”,Vancouver Sun(October 2012),Quoted
- "Understanding Startup Shareholders' Agreements",entrepreneurship@UBC(May 2016),Presenter
- "Improving Access to Capital and Support our Tax System and Research Environment",British Columbia Innovation Counsel Spring 2016 EiR Summit(April 2016),Panelist
- "Laying the Legal Foundation for your Startup",entrepreneurship@UBC(March 2016),Presenter
- Pacific Venture Capital Conference and Competition(February 2016),Judges Panel
- “Why and How Top Silicon Valley VCs Invest in Canadian Startups”,Palo Alto, Calfornia(April 2015),Panelist
- “Advanced Topics in Startup Financing”,British Columbia Venture Acceleration Program Webinar(November 2014),Presenter
- "How can you Prepare your Start-up for Success?",Accelerate Okanagan(March 2013),Co-Presenter
- “Access to Finance: Positioning Your Start-up to Come Out on Top",Startup Canada(September 2012),Co-Presenter
- “Canadian Electricity Contracts for Non-Lawyers",Electric Utility Consultants, Inc. (UCI) course(March 2012),Co-Instructor
- “Clean Energy Perspectives & Insights from the Mining Industry”,GreenTech Exchange seminar(February 2012),Moderator