Peter J. Mogan

Partner - M&A | Business Law
T 604 801 6023
pmogan@mdslawyers.com
Peter J. Mogan

For the past thirty-eight years, Peter Mogan has been active as a lawyer, businessman and mediator in BC and Ontario. He has worked closely with his business clients in a wide variety of tasks from business formation through financings, mergers and acquisitions, contract negotiations, international trade, dealings with government, tax planning and securities compliance. Peter's clients range from smaller independent businesses to publicly listed companies. He has been involved in numerous prospectus exempt offerings and other financings. He is known as a leading mid-market M&A legal advisor in British Columbia

Peter's experience as an entrepreneur has led to an approach that is practical: finding legal solutions that make business sense. This practical, entrepreneurial approach, combined with a very relational style, is brought to business negotiations. He currently serves as a director or advisor to the boards of several BC companies as well as a number of charities. He is also actively involved with Global Women, a new social enterprise targeting poverty alleviation in the Developing World through trade. Skiing, cycling, movies and reading round out Peter's primary interests.

Areas of Practice:

  • M&A and Private Equity Transactions
  • Business Law, including corporate and commercial law matters
  • Debt and equity financing
  • Employee share options and ownership plans
  • Mediation and Facilitation (including leadership development and strategic planning)

Peter’s recent experience, includes acting for:

  • The sellers of Fluxwerx Illumination Inc. on a $85,000,000 share sale to Lumenpulse Inc., a TSX company (March 2016)
  • The owners of a major supplier to the construction industry in a divestiture to a strategic US buyer (over $100 million) (September 2014)
  • Management on the $175 million divestiture of Garden Protein International Inc. to a public company (Pinnacle Foods) (November 2014)
  • Management of a major financial services firm on a sale to a US-based strategic buyer with enterprise value of about $50 million (July, 2015)
  • The majority owner and other members of the management group on the sale of Vega to WhiteWave, an NYSE listed company for US$550 million (August 2015)
  • The principal shareholder and management shareholders on the sale of a national supplier of fuel management services to a US private equity firm (over $225 million) (September 2013)
  • The owners of a key Western Canadian constructions services company to a US strategic buyer (over $50 million) (September 2014)
  • The owners of a major Canadian provider of insurance services to a major North American brokerage firm (2014 Dealmaker of the Year) (March 2014)
  • A well-known consumer goods company on a major investment by a private equity consortium (2012 Dealmaker of the Year) (August 2012)
  • A leading marine supplier completing several North American acquisitions (2011)
  • The investee company on significant private equity investment by a US consumer products private equity fund (2011)
  • A BC based clean energy company with international operations in a US$160 million sale transaction (2010)
  • A Canada wide value-added refuelling business on a private equity transaction and debt restructuring (2010)
  • A purchaser in acquiring several companies to create an industry-leading manufacturing group (2010)
  • A BC agri-foods company in a private equity transaction with a US private equity firm (2009)
  • A leading North American manufacturer with facilities in Canada and the US in a $160 million private equity transaction (2007)
  • The borrower group of international companies on a $120 million syndicated bank financing transaction with subsequent restructuring of debt (2007 to 2011)
  • The purchaser on a manufacturing business acquisition and financing in the US (2007)
  • The vendors on a business sale transaction involving multiple facilities throughout Western Canada (2008)
  • The purchaser in the acquisition of and financing of several US manufacturing businesses (2004 – 2011)
  • The sellers multiple industrial properties throughout Western Canada (2008)
  • The management group on a spin out, acquisition and financing of a utility company with businesses throughout North America (2008)
  • A leading BC manufacturer in a complex corporate reorganization to split the business and assets (2006)
  • The seller of a world class manufacturing business and related real estate
  • The employers in the design and establishment of over 15 employee share ownership plans
  • A leading BC media services corporation on a complex refinancing and management buy down (2005)
  • Numerous BC based not-for-profit organizations in setting up RRSP eligible capital financing programs
  • A large number of commercial tenants in leasing transactions
  • Buyers and sellers in several other $5 million to $20 million mergers and acquisitions
  • Several venture capital corporations under the Small Business Venture Capital Act.
  • Companies in the design and implementation of several corporate re-organizations for business, creditor-protection or tax reasons
  • Board of Directors – Association for Corporate Growth, B.C.
  • Board of Directors - Teldon Group of printing, marketing and publishing companies in North America
  • Board of Advisors – Vanderpol's Eggs Ltd., a West Coast egg products company
  • Board of Advisors – Sandel Foods Inc., a West Coast food production company
  • Board of Advisors – Vanderpol Enterprises Inc., a family-owned real estate investment company
  • Board of Directors – BigSteelBox Corp, a national supplier and renter of mobile storage units
  • Corporate Secretary – Hodder Tugboat Co. Ltd., a B.C. tugboat operator
  • Board of Directors – Food for the Hungry International, a global relief and development charity
  • Founder and Board Member – Global Women, a Canadian social enterprise giving economic opportunities to women in the Developing World
  • Board of Directors – Faulu Microcredit Bank Limited, a Kenyan bank providing financial services to lower and middle income

“Peter Mogan provides exceptional value for the fees charged when compared with the larger legal firms. We have found Peter and his team very capable in taking on complicated transactions and completing them in tight timeframes at a very reasonable cost.

Peter’s responsiveness and creativity have been extremely helpful in getting a number of complicated transactions completed when others believed that there was little hope in getting them completed in our targeted timeframe.”

Geoff Reed

Chairman of Board
and former CEO
Creation Technologies Inc.
Creation Technologies Inc.

“Peter Mogan has been a key element of our company’s ‘story’ since we started in 1991. He and his team have supported our growth from a small, $1 million revenue, single-location operation to our current $600 million operation with eleven different operations across North America and Asia. Peter has gone from being ‘merely’ our outside counsel to his current role as a key advisor to our senior leaders and a valued extension of our executive leadership team. His pragmatic business sense and thorough understanding of our history, key agreements and operating philosophy provide us with great value and resources that we have found hard to replicate with other law firms.”

Mike Walsh

Chief Financial Officer
Creation Technologies, Inc.
website Creation Technologies Inc.

“I have worked with Peter on several transactions. He was instrumental in helping us getting the deals across the line. Peter is a very seasoned legal counsel with practical and common sense solutions. Peter is a thorough professional and would add value to any M&A transaction no matter how complex.”

David Lam

Vice-President
and Senior Manager, Corporate finance
Deloitte & Touche Corporate Finance Canada Inc.
Deloitte & Touche Corporate Finance Canada Inc.

“Peter Mogan is the finest business lawyer I’ve ever worked with. He is unique because 1) he has the ability to turn complex = simple, 2) he is incredibly responsive and efficient and 3) he goes beyond just the law and really ‘gets it’ from a high level business perspective. I know I can always count on Peter to give me the straight goods in a timely and cost effective manner. I consider Peter a key member of our team and would highly recommend him.”

Charles Chang

President
Sequel Naturals Ltd.
Sequel Naturals Ltd.

“Peter Mogan not only acts as Teldon’s legal counsel, but is also a valued member of our board of directors, one of the founders of Teldon’s leadership development program, as well as a strong member of our community. Peter partners with us to help our organization grow.

Peter is reliable, flexible and very easy to deal with. He has integrity, is trustworthy, and truly dedicated to our organization. He genuinely cares about the success of our company, as well as our people. ”

Michael McAdam

President and Chief Executive Officer
Teldon Media Group Inc.
website Teldon Media Group Inc.

“I have worked with Peter on a number of M&A transactions. Peter has in-depth M&A experience and a strong knowledge of all aspects of the deal. Peter applies an efficient and practical approach with a value added fee structure focused on the business objectives of his client. Peter’s experience, approach and fee structure make him and his team a high value solution in any transaction.”

Peter Day

President
Peter Day & Associates Inc.
Peter Day & Associates Inc.

“I have worked with numerous legal firms over the past 30 years and it is rare to find lawyers as responsive as Peter Mogan. He works first to understand the business issues, and then provides practical legal advice together with useful business insights. Peter is upfront and reasonable in terms of costs. It is wonderful to work with a lawyer who is waiting for the client to respond rather than the other way round. Peter is a sharp, astute, lawyer and a trusted business advisor I readily recommend to business owners.”

George Leroux,

Vanderpol Food Group Vanderpol Food Group

“Working with Peter for over 20 years, I have found him to be honest, creative, caring and thoughtful, intelligent, timely and very capable. I especially appreciate his listening and communication skills, wouldn’t hesitate to recommend him… He has restored my faith in lawyers.”

Murray Neilson

Nicola Wealth Management Nicola Wealth Management

“Peter has assisted me with establishing companies in China, Southeast Asia and South America, and has guided me through several corporate restructurings, and partner negotiations. Recently, he has helped me sell my company to a US public issuer. Peter’s good relationship with the legal counsel of seemingly every bank in Vancouver has allowed me to complete several financings in record time without incurring excessive legal costs.”

Brad Miller

President
IMW/Clean Energy Compression Corp
Advanced Marine Group
Advanced Marine Group

“We have been with Peter Mogan for 14 years. I tell many people on how our lawyer is the hardest, smartest, quickest and the best I have ever seen. He has been a integral part of our success in creating a employee owned company for over 100 Centra owners. His advice is valued.”

John Tilstra

CEO
Centra Windows LTD.
Entrepreneur of
the year 2011
Centra Windows LTD.

“My clients, representing a broad spectrum of the service, manufacturing and distribution industries, require professional services rendered competently and in a timely manner. There are a many lawyers who meet if not exceed these requirements. However, there are few that have the boundless energy, and the deliberateness of keeping promises made, of Peter Mogan. Equally important, his clients have a value to him as people, beyond the monetary value of the file, and it is because of these three very important attributes, that I will refer clients to Peter before others.”

Gerry Nemeth, CA

Partner
Nemeth Thody Anderson
website Nemeth Thody Anderson

“Since the mid 1990’s, Peter has assisted me on numerous occasions, from selling my company to Terasen, to giving me advice on ‘unraveling’ complex contractual ‘tangles’.

In every instance he has impressed me with his ability to quickly grasp the crux of the issue and help reach a logical conclusion. His wealth of experience in business law, his superb negotiating skills and his ability to quickly focus on the important issue always surprises and impresses me.”

Michael O’Connor

President
Naikun Wind Energy Group Inc.
TNaikun Wind Energy Group Inc.

“Peter Mogan has proved to be incredibly creative in regards to business arrangements often thinking ‘outside the box’ by examining ways to bring both sides together and create a win-win outcome. He has definite strengths in the area of strategic planning and conflict resolution. We have established a relationship of trust based on sound counsel, wise and discreet input in difficult situations, and excellent value for fees charged. Without reservation, I highly recommend Access Law Group.”

Ben Wendland

President
Hodder Tugboat Co. Ltd.
website Hodder Tugboat Co. Ltd.

“Peter has the unusual capacity as a lawyer of moving from the technical legal issues to business issues of any situation. His technical abilities are very strong, but the greatest value he brings is this wisdom and common sense. I consider him an essential part of our team, as a rapidly growing business with over 325 employees. I appreciate Peter because of the quality of his personal character, and the high level of integrity that he brings to every situation he deals with. I strongly recommend him, and continue to refer business to him to this day.”

Ross Colello, CA

Chairman and Chief Financial Officer
Spa Utopia Group
website Spa Utopia Group

“I have enjoyed working with Peter Mogan for almost 20 years. The knowledgeable and courteous staff at Access Law Group is always professional and their legal expertise and negotiating skills have been invaluable to M&L’s business. Peter understands the demands of our workplace and always meets his committed deadlines. His acscessible, entrepreneurial style and commitment to the highest professional and ethical standards make it a privilege to recommend him to anyone searching for legal services.”

Mark Dumerton

President
M&L Painting Ltd.
website M&L Painting Ltd.
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Nathan Daniels

Partner - M&A | Private Equity
T 604 628 6449
ndaniels@mdslawyers.com
Nathan Daniels

Nathan is a business lawyer with over 20 years of experience assisting clients on M&A and private equity transactions and other business law matters.

He acts primarily for entrepreneurs, private equity funds, and management teams on transactions involving private companies. Nathan also advises public company and private company boards of directors and independent committees of boards of directors, on takeover bids, plans of arrangement, and MI 61-101 matters such as insider bids and related party transactions.

Nathan has significant international experience. He has advised on many Canada/US cross-border acquisitions, cross-border private equity transactions, and international mining joint ventures, and also worked for several years in the London, UK office of Freshfields Bruckhaus Deringer LLP, a leading international firm.

Areas of Practice:

  • Mergers and acquisitions (M&A)
  • Private equity transactions
  • Private equity fund formation
  • Acting as independent counsel to board of directors and special committees, including in respect to takeover bids, plans of arrangement, business combinations and related party transactions

Mergers & Acquisitions and Private Equity
Representative experience includes acting for:

Owners and Management Teams

  • Owner of Premier Marine Insurance on the sale to Cooperators Insurance (2015)
  • Management of Nuheat Industries on the sale to Pentair (2015)
  • Westland Insurance on the purchase of a BC-based insurance brokerage (2015)
  • Pit Stop Portable Toilets on a bolt-on acquisition (2014)
  • Numerous high net worth individuals and family offices on co-investments with private equity funds
  • Remcan Projects in respect of a private equity investment by Yellow Point Equity Partners
  • Owners of Industrial Scaffold Services in respect of a private equity investment by Mosaic Capital
  • Kicking Horse Coffee on a private equity transaction with Swander Pace
  • Vega on a private equity investment by VMG Partners
  • Genesis Recycling on its sale to a multinational recycling company
  • CIMS Limited Partnership in respect of two bolt-on acquisitions
  • Canadian Industrial Mill Services in respect of a private equity investment by Yellow Point Equity Partners
  • Sale of a California-based agribusiness company
  • Pumps & Pressure on two bolt-on acquisitions
  • UK-based education company on Canadian acquisition
  • The vendor on a sale of a private training college to a private equity fund based in Singapore
  • Vendors of a facilities maintenance business sold to a multi-national company
  • Vendors of a BC equipment rental company sold to an Alberta-based purchaser
  • Sale of shares of a real estate management company to a US strategic purchaser
  • A purchaser of a multi-year gold supply in the structuring of a gold stream purchase agreement
  • B2Gold Corp.
    • Sale of interest in Kupol East and West Licenses (Russia) to Kinross Gold Corporation
    • Acquisition of Colombian properties and joint venture arrangements with AngloGold Ashanti
  • Goldcorp Inc. – Silver purchase agreements with Silver Wheaton Corp. in connection with sale of San Dimas mine to Mala Noche Resources Corp.
  • Manufacturing company – bolt-on acquisition
  • Strategic investor – option agreement and shareholders agreement for privately held manufacturing company
  • Minority shareholders of Aero Heat Exchanger – sale of their shares to GEA Group AG
  • Qzina Specialty Foods – acquisition of Ambassador Fine Foods
  • Education Management Corporation (EDMC)
    • Acquisition of Dubrulle International Culinary & Hotel Institute of Canada
    • Acquisition of the Institute of Digital Arts
    • Acquisition of the Center for Digital Imaging and Sound (CDIS)

Private Equity Funds

  • A US private equity firm on an investment in an Alberta-based company (2015)
  • Regimen Capital Partners in respect of numerous acquisitions in BC and Alberta (2012-2015)
  • Regimen Equity Partners LP on the formation of its private equity fund (2014)
  • Regimen Equity Partners on its investment in a crane manufacturing company (2014)
  • Maxam Opportunities Fund II LP on the formation of this private equity fund (2014)
  • Advising a private equity fund on a co-investment transaction with high net worth individuals (2014)
  • Nicola Wealth Management on the establishment of a private equity fund of funds for high net worth investors
  • Headwater Equity Partners on the formation of its private equity fund and its first portfolio investment
  • Fiore Capital in respect of several private equity and venture capital investments
  • Ponderosa Capital on its acquisition of Kidzsmart Concepts
  • Vancity Capital on investments in QuickMobile Inc., Save-On-Meats and Corporate Knights Inc.
  • HPWC Opportunities Fund – fund formation and initial closing
  • Shareholder agreement for private equity acquisition of fitness club businesses
  • B.C. based private equity fund on its structure, formation and initial offering
  • HSBC Capital Canada Private Equity Fund
    • Investment in Nuheat Industries Inc., a leading manufacturer of electric floor heating systems
    • Acquisition of an oilfield components manufacturer with operations in Canada, the United States and China
    • Sale of investment in a US based manufacturing company
    • Acquisition of Qzina Specialty Foods and related acquisition financing
    • Formation of $140 million mid-market buyout fund
    • Structuring its acquisition of a steel distribution company using a limited partnership structure
    • Acquisition of an industrial supplies distribution company and related acquisition financing

Takeover Bids, Plans of Arrangement and Special Committee Assignments

  • The special committee of the board of directors of Radiant Communications in response to an insider bid and a unsolicited hostile bid
  • Acquisition of a TSX-listed company by plan of arrangement
  • Major shareholder – strategic advice on how to cease trade the shareholder rights plan (poison pill) of a TSX-listed company
  • New Gold Inc. - $1.2 billion business combination with Western Goldfields Inc., a TSX-listed company
  • B2Gold Corp.
    • Acquisition of Central Sun Mining Inc., a TSX-listed mining company
    • Acquisition of certain assets and Russian and Colombian joint venture interests from Bema Gold Corporation in connection with the Bema/Kinross plan of arrangement
  • TSX-listed precious metals company – British Columbia law matters in response to a hostile takeover
  • IAT Air Cargo Facilities Income Fund – partial takeover bid from a US-based hedge fund
  • Lero Gold special committee – merger with European Minerals
  • Special committee of a TSXV-listed mining company – response to an unsolicited takeover proposed
  • Independent committee of Sierra Systems Group Inc. –acquisition by Golden Gate Capital following an auction sale process
  • TSX-listed mining company – proposed acquisition of coal mining company
  • Special committee of Kensington Resources Inc. – $885 million merger with Shore Gold Inc.
  • NorskeCanada – $1.2 billion acquisition of Pacifica Papers in a contested plan of arrangement under the CBCA

Directorships & Other Associations

  • Director, TBF Environmental
  • Chairman of the Board, University Chapel
  • University of Manitoba (B.A., 1990)
  • University of Victoria (LL.B., 1993)
  • British Columbia Court of Appeal, Law Clerk (1993-1994)
  • Law Society of British Columbia (admitted in 1995)
  • Law Society of England & Wales (admitted in 1999) (currently non-practicing)

“We had the pleasure of working with Nathan and Peter on a large and fairly complex transaction. They were both very hands on and helped our client understand all the important legal issues of the purchase and sale agreement, including the pragmatic negotiation of key provisions in that agreement. They also did a great job of managing the closing process, including coordinating the collection of over 50 customer consents, to expedite the closing on a tight timeline. We would have no problem recommending them to future clients.”

Gerry Bellerive & Andrew Kemper

Capital West Partners website

“We at CIMS had the pleasure to work with Nathan Daniels on a major restructuring of our company from a sole owner to a Limited Partnership. The process went off as promised – fixed price, timely and responsive client service and virtually stress free. We continue to work with Mr. Daniels on growth and improvements to our corporate structure. I strongly recommend his professional services – top drawer service at a fair price.”

John McLaughlin

President
CIMS Limited Partnership
website

“Nathan Daniels was retained by me in respect of the sale of my business. During the lengthy and somewhat arduous negotiations, I found his knowledge, experience and empathy to be of immense value. He was at all times very patient and helpful – characteristics that are much needed by laypeople such as myself. I am pleased to offer the highest recommendation for Nathan.”

Gerry Fanaken

Former Chief Executive Officer and Founder
Vancouver Condominium Services, Ltd.
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Benjamin P. Slager

Partner - M&A | Venture Capital | Business Law
T 604 678 0079
bslager@mdslawyers.com
Benjamin P. Slager

Ben is a business lawyer with nearly 14 years of experience representing clients on M&A, private equity and venture capital transactions, and a host of other business law matters.

Clients have included business owners, investors (including angel investors), private companies, public companies, limited partnerships and trusts, venture capital and private equity funds, investment banks, governments and public agencies. Industries in which Ben has practised include power generation, transportation (including work with rail carriers, commercial goods ferries, airlines, shipping and bus fleets), mining, book publishing, heavy construction, manufacturing (OEM), agriculture, forestry, wholesale and distribution of goods, brand-building and design, and high technology (both life sciences and information based).

As Ben is proud of saying, he has worked on some of British Columbia’s largest – and some of its smallest – transactions.

Areas of Practice:

  • Mergers and acquisitions (M&A) and private equity transactions
  • Private equity fund formation
  • Venture capital, including angel capital investments
  • Complex and unique commercial arrangements, including joint venture and development agreements, distribution agreements, licensing or royalty structures, and the settlement of complex litigation
  • Participation/Consulting Agreements between resource developers and First Nations

Mergers & Acquisitions, Private Equity, Venture Capital
and Complex Commercial

Representative Experiences:

  • Working alongside a group of “sustainable investment” leaders in the formation of a private equity fund, Renewal2 Social Investment Fund, for high net worth investors across Canada and the United States (ongoing), and investments from the Fund throughout North America in product and food distribution and processing companies (ongoing)
  • Investments by a group of US-based “super angels” in an IT business located in Vancouver, British Columbia
  • Investment by a Vancouver-based high net worth (HNW) angel investor in several BC-based IT companies
  • Distressed financings of several manufacturers, some with elements of production located in China
  • Spin-out of a division to certain managers in the IT sector (acting for the purchasing managers)
  • Purchase of a distressed higher education centre from shareholders located around the world
  • Establishment of a NYC-based organization for ultra HNW investors in Canada
  • Sale of a new, online business to an international travel operator
  • Acquisition of distressed assets involving hundreds of franchises
  • Investments by a venture capital firm in a company attempting to acquire “root zone” rights in the internet
  • Purchase (from Receiver) of $20 million in assets in the hothouse industry
  • Combination of two of BC’s largest forestry operators
  • Negotiations with First Nations with respect to development of a new copper/gold mine in BC
  • Settlement of claims and restructuring of interests in a large BC-based infrastructure construction firm
  • Settlement of claims and restructuring of interests in a BC-based property development firm
  • Advice in relation to responses to RFQs and RFPs in the context of a major bid-based project

Directorships:

  • Chairman of the Board, Conasys Consumer Assurance Systems Inc. (www.homeinformationpackages.com) , a SAAS-based start-up with its head office in North Vancouver, British Columbia, with sales of its online home information packages for new homes across Canada and in the United States: Named as one of Canada’s Fastest Growing Companies by Profit Magazine in 2010, and still growing!
  • University of Western Ontario (Combined History and English B.A. (Honors))
  • University of British Columbia (LL.B.)

“Ben is a consensus builder. I have been involved in a number of commercial disputes on the same side of the table as Ben. In every case, he brought his unique and practical perspective to bridge diverse interests and achieve a common goal. He is engaging and pragmatic and always focussed on adding value. I would never hesitate to recommend his services.”

James C. MacInnis

Partner
Nathanson, Schachter & Thompson LLP

“I have worked with Ben on numerous transactions and I have been impressed with his ability to see both the business and legal sides to any transaction. Ben’s quality of work is exemplary and he has always provided professional, timely service with a human touch.”

Heather Conradi

Investment Manager
Working Enterprises Ltd.

“I have known Ben for over five years, and have worked with Ben both as my legal advisor and in a business capacity. I have also worked with Ben on the other side of a sensitive matter. In all of our dealings, some of which have been in difficult situations, in addition to smart legal advice, I felt Ben brought very good business instincts to the table, and a focus on the big picture, particularly when others had begun to lose theirs. I have, over time, come to appreciate Ben’s intellect, his integrity, his creativity and even - though it’s been difficult at times - his sense of humour!”

Thane Stenner

Founder
Stenner Investment Partners at Richardson GMP
website

“Four years ago I came to Ben with a vision, shared with others, for a new Fund that would invest in venture-staged, socially sustainable enterprises throughout North America. What evolved was a three-pronged fund, which now operates under the ‘Renewal2’ banner. We’ve made 10 investments in Canada and the US, already. Ben has assisted us from the very beginning with legal advice in connection with our investments, but also with Fund and deal structures, management matters, and through the support of his own networks. Ben shares our passion for social change through investing, and I've enjoyed working with him. Ben has worked hard to keep legal costs down, allowing more of Renewal2's funds to invest in change. I look forward to working with Ben in Renewal3!”

Paul Richardson

President
Renewal2 Social Investment Funds

“Ben is a true advisor – providing leadership, advice and mentoring for both the regular ebb and flow of business and most crucially, those few instances that have materially defined my business. I fundamentally trust Ben to provide direction that maximizes my interests and minimizes my liability with both the integrity and entrepreneurial mindedness I look for in a partner.”

Josh Dunford

President and Founder
Burnkit Creative Inc.
604-687-7715
website
Burnkit Creative Inc.

“Ben was able to eliminate my fear of law firms from my experience with multi nationals by providing my legal needs with value and integrity.”

Laurie Ross

Angel Investor

“I have found Ben to have a keen business sense, and an entrepreneurial spirit. This, combined with his disarming demeanour, is extremely effective in getting the deal done.”

Irfhan Rajani

Angel Investor
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Rosanna Tallarico

Lawyer - M&A | Venture Capital | Business Law
T 604 628 6722
rtallarico@mdslawyers.com
Rosanna Tallarico

Rosanna is a business lawyer with nearly 10 years of experience and represents clients in commercial, M&A, private equity and venture capital transactions, and other business law matters.

Clients have included business owners, investors, venture capital funds, private companies and public companies. Rosanna has experience in a broad range of transactions including debt and equity financings and has also advised clients with respect to securities reporting, compliance and disclosure obligations.

Areas of Practice:

  • Commercial and Corporate Law
  • Corporate Finance
  • Mergers and acquisitions (M&A) and private equity transactions

Acting for:

  • An institutional investor in connection with several venture investments and exits of investments in private and publicly held companies.
  • A borrower in respect of a loan from a private equity investor
  • Founders of a Vancouver-based brewery on structure, formation and organizational matters
  • A biotechnology company on formation and several rounds of debt and equity financing
  • A fund manager in respect of renewal prospectus filings for a family of mutual funds
  • A fund manager in connection with organization and offering documents for investment fund offered by offering memorandum
  • A private fund management company in connection with a business combination with a TSX listed company
  • A private fund management company in connection with a purchase of a mutual fund manager by way of a plan of arrangement
  • Simon Fraser University (B.A., 1998)
  • University of British Columbia (LL.B., 2001)
  • Law Society of British Columbia (admitted in 2002)

Enoch Chang

Lawyer – M&A and Business Law
T 604 678 8709
echang@mdslawyers.com
Benjamin P. Slager

Enoch Chang is a corporate/commercial lawyer representing clients in commercial, M&A, private equity and corporate finance transactions. Clients have included business owners and entrepreneurs, investors, private companies, private equity funds, and investment banks.

Prior to qualifying as a lawyer in British Columbia, Enoch practiced for several years in the United States in the energy and project finance group of an international firm, representing investment banks, trade associations, public companies and independent power producers. Enoch has also worked in Asia for four years, serving as special assistant and counsel to the vice president of Taiwan.

Areas of Practice:

  • Mergers & Acquisitions
  • Corporate Finance
  • Private Equity
  • Venture Capital
  • Commercial and Corporate Law

Enoch has represented clients in the following transactions:

  • Sale of the commodity lumber distribution business by Welco Lumber Corp. to Conifex Timber Inc.;
  • Sale of the transportation and logistics business by Navcor Transportation Services Inc. to Conifex Timber Inc.;
  • Share purchase of a U.S. marine equipment manufacturer by a Canadian private company;
  • Asset purchase of a U.S. software design company by a Canadian private company;
  • Share purchase of a medical equipment supplier;
  • Share purchase of a consumer food producer;
  • Acquisition by CIMS Limited Partnership in British Columbia;
  • Acquisition by Regimen Capital Partners in Northern Alberta and related subordinated debt financing;
  • Sale of a private training college to a private equity fund based in Singapore;
  • Investments by Vancity Capital in QuickMobile Inc.;
  • Investment by a US consumer products private equity firm in a British Columbia-based food company;
  • Asset sales by IMW Industries to Clean Energy Fuels Corp. (Nasdaq: CLNE) for $125 million plus a cash earn-out arrangement
  • Advising Kicking Horse Coffee on a private equity transaction with Swander Pace
  • Advising Vega on a private equity investment by VMG Partners;
  • Sale of Genesis Recycling to a multinational recycling company
  • Sale of a California-based agribusiness company to a European private equity fund;
  • Advising an UK-based education company on its Canadian acquisition;
  • Sale of a British Columbia-based industrial instrument manufacturer to a U.S. private equity fund;
  • Merger between two water and beverage companies based in Vancouver;
  • Sale of a restaurant franchise based in British Columbia by the franchisor to a Canadian strategic buyer;
  • Advising the owner of Westar Oilfield Rentals Inc. on the sale of the company to Enterprise Group, Inc. (TSX:E);
  • Acquisition of a self-storage business and related commercial real estate in Vancouver Island;
  • Investment by a British Columbia-based technology company in an Ontario-based rechargeable battery business;
  • Sale of a Vancouver-based fintec company to a European private equity funds;
  • Acting for the owners of a quick lube franchisee in the acquisitions of additional franchise stores;
  • Sale by a leading Canadian flower distributor based in British Columbia to a U.S. and Columbia-based strategic buyer;
  • Acting for a food manufacturing company in a bolt-on acquisition;
  • Sale of a custom computer equipment manufacturer to a U.S. strategic buyer;
  • Acquisition of U.S. based manufacturing assets by a B.C.-based equipment manufacturing company;
  • Illinois College (B.A. Mathematics, summa cum laude, 1997)
  • Harvard Law School (J.D., 2000)
  • State Bar of California (2000)
  • Law Society of British Columbia (2011)

Enoch is fluent in Chinese Mandarin and Taiwanese

Adam M. Dlin

Lawyer - M&A | Private Equity
T 604 678 6026
adlin@mdslawyers.com
Adam M. Dlin

Adam is an experienced M&A and private equity lawyer whose primary area of practice is the purchase and sale of private businesses spanning a wide range of industries, with enterprise values broadly ranging from several million dollars to several hundred million dollars. Focused on the middle market, Adam has advised on many Canada/US cross-border acquisitions as well as transactions all across Canada. Adam’s clients include business owners, investors, private companies, limited partnerships and private equity funds.

Prior to joining Mogan Daniels Slager LLP in 2015, Adam worked with the National Hockey League Players' Association on salary arbitration matters and was a partner at a leading Vancouver law firm. He was called to both the British Columbia and Ontario Bars in 2005.

Areas of Practice:

  • Mergers and acquisitions
  • Private equity transactions
  • Purchase of assets of a National Hockey League team, arena and related rights.
  • Sale of partnership units of a designer, manufacturer, seller and distributor of construction products to an eastern United States-based private equity fund.
  • Sale of shares of a security and loss prevention company to a regional strategic acquirer.
  • Purchase of assets of an Eastern Canadian-based "click-to-brick"​ retailer of consumer goods.
  • Purchase of shares of a third party logistics, public warehousing, distribution, inventory management and transportation company.
  • Sale of shares of a regional insurance brokerage to a strategic acquirer.
  • Sale of shares and assets of a home building products manufacturer and distributor to one of Canada's leading private equity firms.
  • Purchase of assets of a British Columbia-based specialty foods manufacturer and distributor.
  • Purchase of shares of a precision equipment fabricator by a Vancouver-based private equity firm.
  • Sale of assets of a private vocational training school to a Vancouver-based private equity firm.
  • Purchase of shares and shareholder loans of an oilfield services group of companies.
  • Sale of shares of a health-related research firm to a United States-headquartered strategic acquirer.
  • Purchase of shares and partnership units of a Western Canadian and United States real estate development group of entities.
  • Sale of assets of an international mining equipment manufacturer to a global engineering firm.
  • Sale of joint venture interests in a northern Canadian diamond mine to the other joint venture parties.
  • Sale of shares of a Vancouver–headquartered global manufacturing company to a leading Canadian private equity fund.
  • Sale of assets of one of Canada’s largest fitness companies to a United States private equity consortium.
  • Sale of shares of one of Western Canada’s largest providers of controls for the oil, gas, communications and petrochemical industries to a national strategic buyer.
  • Sale of shares of a temperature control systems designer and manufacturer to a multinational public company.
  • Sale of shares of an executive shareholder to one of Canada’s leading building envelope contractors.
  • Sale of assets of a Vancouver-based visual effects studio to an overseas strategic buyer.
  • Sale of shares of a Northern British Columbia propane supplier to an Alberta-based public company.
  • Sale of assets of a large mining equipment company with operations in Canada, Peru, South Africa and Australia to a United States strategic buyer.
  • Purchase of shares of a Vancouver–based insurance group.
  • Sale of shares of a plastic mold injection manufacturing company to an Alberta private equity group.
  • Purchase of assets and partnership interests of a manufacturer and distributor of products for the building materials industry.
  • Sale of assets of a division of a leading digital media company to a rival online media firm.
  • Sale of shares of a wastewater treatment company to an Alberta-based public company.
  • Sale of assets of a human resources consulting firm to a multinational public company.
  • Sale of shares of a British Columbia-based insurance adjuster to a national claims management company.
  • Purchase of assets of a pharmaceutical supply company.
  • Sale of shares of a commercial cleaning product manufacturer and distributor to a Vancouver-based private equity firm.
  • Sale of shares of a transportation and civil engineering company to a national full service construction and - project management company.
  • Sale of a minority shareholder’s shares of a plastics manufacturer to a Vancouver-based private equity firm.
  • Sale of shares of an incentive marketing company to a United States private equity group.
  • Sale of shares of an independent insurance agency to a large British Columbia credit union.
  • Sale of assets of an independent pharmacy business to a national consolidator.
  • Sale of shares of an importer and supplier of natural resource-based products to its existing management team.
  • Purchase of shares of an industrial product distribution business.
  • Sale of shares of a manufacturing company supplying automated control systems to a large controls company.
  • McGill University (B.Com., 2001).
  • University of Toronto, Faculty of Law (J.D., 2004).
  • Law Society of British Columbia (2005).

“I had the pleasure of working with Adam for several months in 2010/2011 during the sale of some of the Knelson group of companies. Adam was our key lawyer and led the legal team for what was a very complex transaction. This involved the simultaneous amalgamation and sale of the assets and intellectual property of four companies located in Canada and Russia, then the subsequent wind-down and closure of those companies. Adam was a tireless, energetic and very effective part of our team during this transaction. The purchasing company was a multi-national public company that had a seasoned acquisitions team and a very sharp lawyer leading their negotiations. Adam stood his ground and showed very strong leadership during some very tough negotiations and made sure we were covered for all key liability concerns by the end of the process. I continue to use Adam's legal advice for other matters and will definitely have him leading my legal team on future M&A transactions.”

Brett Knelson

Principal - Knelson Group of Companies

“We have had the opportunity to work with Adam on several transactions. Adam's ability to keep a deal moving towards closing, his incredible attention to detail and his understanding of transaction-related legal issues is a huge asset to any advisory team. Adam seems to thrive under pressure and possesses a unique and remarkable ability to respond to complex issues quickly and thoroughly.”

Ron and Kevin Walsh

Walsh King, Chartered Accountants

“Prompt. Accurate. Responsive. Succinct. Concise. Conscientious. These are the words that come to mind when thinking about my work with Adam over the past several years. We always feel extremely comfortable that all of the bases are covered. He responds to our concerns promptly and completes our work significantly faster than the solicitors our associates use. When he believes something will be better handled by another member of his team, he coordinates that work so that we always have the best and brightest talent working for us. I highly recommend his services.”

Shawn Fitzpatrick

President and CEO
J.T.M. Industries Incorporated

“Adam’s legal work and advice has always been accurate and timely. His ability to see the big picture of any transaction is a valuable asset. I never worry that I’m missing anything if Adam has given me his overview of the situation and how to proceed. Thorough and practical. I like that.”

Jerry Kroll

CEO
ElectraMeccanica Vehicles Corp.

“As a young organization in a very competitive industry, Adam has provided the exceptional legal support en route to us becoming one of the fast growing hockey player agencies in North America. Adam’s ability to respond and proactively act at a moment’s notice has separated him from many other legal professionals. Over and above our corporate support, Adam assisted with quarterbacking my personal estate and tax planning. I would strongly recommend Adam to any organization looking for results and a competitive advantage in legal support.”

Cliff Mander

CEO
CKM Sports Management Ltd.
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Aaron Lightman

Lawyer – M&A | Business Law
T 778 330 3387
alightman@mdslawyers.com
Aaron Lightman

Aaron is a business lawyer with a focus on corporate commercial, mergers and acquisitions (M&A), private equity and corporate finance transactions. Clients include business owners and entrepreneurs, investors, companies, private equity funds, venture capital funds and investment banks. Aaron has experience working on a broad range of transactions of varying degrees of complexity and size, with deal values ranging from less than $1 million to over $12 billion.

Aaron was called in British Columbia in 2009.

Areas of Practice:

  • Commercial and Corporate Law
  • Corporate Finance
  • M&A
  • Private Equity
  • Venture Capital
  • Simon Fraser University (B.A. Hons. Economics, 2003)
  • Canadian Securities Course (2007)
  • University of Alberta (J.D., 2008)
  • Law Society of British Columbia (2009)

Elaine Tham

Lawyer – M&A | Private Equity | Business Law
T 604 235 4668
etham@mdslawyers.com
Elaine Tham

Elaine is a business lawyer representing clients on corporate and commercial law matters including purchase and sale of business transactions, corporate reorganizations, corporate governance issues and commercial contracts. Clients have included business owners, investors, private companies, public companies and private equity funds.

Elaine has experience in a broad range of transactions including debt and equity financings and has also advised public company clients on regulatory matters, continuous disclosure obligations and corporate governance practices.

Areas of Practice:

  • Corporate and Commercial Law
  • Mergers and Acquisitions (M&A)
  • Corporate Finance
  • University of British Columbia (B. Comm. with Honours in Finance, 2003)
  • Canadian Securities Course (2004)
  • University of Windsor (LL.B., 2006)
  • Law Society of British Columbia (admitted in 2007)

Andrew Bull

Lawyer – M&A | Private Equity | Business Law
T 604 235 7036
abull@mdslawyers.com
Andrew Bull

Andrew is a business lawyer who advises clients on a variety of corporate commercial matters, including purchase and sale of business transactions, corporate re-organizations and commercial contracts (for example: shareholders’ agreements; confidentiality and non-disclosure agreements; non-competition and non-solicitation agreements). Clients have included business owners, investors, private and public companies, private equity funds and family offices. Andrew has acted for both vendors and purchasers on a number of transactions of varying degrees of complexity and size, with deal values ranging from below $1 million to over $1 billion.

Andrew was called to the bar in British Columbia in 2013.

Areas of Practice:

  • Commercial and Corporate Law
  • Mergers and Acquisitions (M&A)
  • Private Equity Transactions
  • McGill University (B.A. History, 2008)
  • University of British Columbia (J.D., 2012)
  • Law Society of British Columbia (admitted in 2013)