Matthew Merkley, Toronto

About Matthew

Matthew is co-head of the Corporate Governance practice in Toronto. He represents clients in a wide variety of capital markets transactions and securities regulatory matters.

Matthew has acted for issuers and underwriters in initial public offerings and other Canadian and cross-border public offerings of equity and debt. He also has expertise in advising public issuers and their boards on various matters, including with respect to governance, compensation and disclosure; dual-class share structures; related-party and other conflict of interest transactions; voluntary and involuntary executive and board succession; and cyberattacks, insider trading and other sensitive incidents.

Matthew is a member of the Ontario Securities Commission Securities Advisory Committee and former member of the Ontario Securities Commission Continuous Disclosure Advisory Committee.

Select Experience

Representative transactions include advising:

Initial Public Offerings

D2L Inc. on its C$150-million initial public offering of subordinate voting shares on the Toronto Stock Exchange
Spin Master Corp. on its C$253-million initial public offering of subordinate voting shares on the Toronto Stock Exchange (and subsequent prospectus offerings)
Underwriters on a US$151-million initial public offering of subordinate voting shares by Shopify Inc. on the Toronto Stock Exchange and New York Stock Exchange (and subsequent prospectus offerings)
Starlight Investments on the initial public offering of C$430-million of trust units of Northview Canadian High Yield Residential Fund on the Toronto Stock Exchange
Private equity owners on a C$230-million initial public offering of common shares by Stelco Holdings Inc. on the Toronto Stock Exchange (and subsequent prospectus offerings)
Flagship Communities REIT on its US$94-million initial public offering of trust units on the Toronto Stock Exchange (and subsequent prospectus offerings)
Underwriters on a C$230-million initial public offering of trust units by Minto Apartment REIT on the Toronto Stock Exchange (and subsequent prospectus offerings
Starlight U.S. Multi-Family Core Fund family of funds on nine initial public offerings of an aggregate of US$789-million of limited partnership and trust units on the TSX Venture Exchange
Anthem Citizen Real Estate Development Trust on its C$82-million initial public offering of trust units

Other REIT / REOC Public Offerings

WPT Industrial REIT on offerings of US$614-million of trust units and subscription receipts
H&R REIT and H&R Finance Trust in connection with many offerings of stapled units, convertible debentures and senior unsecured debentures
Primaris Real Estate Investment Trust in connection with its C$500-million private placement of senior unsecured debentures
Underwriters on an offering of C$251-million of trust units of Boardwalk REIT
Underwriters on offerings of C$888-million of subscription receipts, trust units and debentures of Sienna Senior Living Inc.

Other Prospectus Offerings

Celestica Inc. on secondary offerings of US$289-million of subordinate voting shares
The Descartes Systems Group Inc. on offerings of US$392-million of common shares

Other Strategic Transactions

Northview Fund on its recapitalization transaction and transformation into Northview Residential REIT
Power Financial Corporation on its C$1.65-billion repurchase and cancellation of common shares pursuant to a substantial issuer bid and its tendering into Great-West Lifeco Inc.'s C$2-billion substantial issuer bid, and Power Corporation of Canada on its C$1.35-billion repurchase and cancellation of subordinate voting shares pursuant to a substantial issuer bid and its tendering of common shares into Power Financial Corporation’s substantial issuer bid
Starlight U.S. Multi-Family Core Fund family of funds in connection with their securityholder and court-approved arrangement transaction to create the C$1.4-billion Starlight U.S. Multi-Family (No. 5) Core Fund
Celestica Inc. on its US$350-million and US$175-million issuer bid repurchases and cancellation of subordinate voting shares

Awards & Recognition

Matthew is ranked as a leading lawyer in the following publications:

The Best Lawyers in Canada 2025 (Corporate Governance Practice)
Chambers Canada: Canada's Leading Lawyers for Business – 2018–2025 (REITs)
Thomson Reuters Stand-out Lawyers – Independently Rated Lawyers – 2016–2024 (As nominated by senior in-house counsel)
The Canadian Legal Lexpert Directory 2024 (Repeatedly Recommended – Corporate Finance & Securities)
The Legal 500 Canada 2022 (Capital Markets)