Going Public Transactions
We advise issuers on public-market transactions, including reverse takeovers, capital pool company transactions, and exchange listings.
How We Help
Pre-IPO Reorgs & Private Placements
- Corporate reorganizations, roll-ups, and vendor consideration structures
- Pre-IPO private placements and prospectus-exempt financings
Reverse Takeovers & Capital Pool Companies
- RTOs, qualifying transactions, and CPC/venture listings
- Transaction structuring, due diligence, and documentation
Exchange Listings
- Listing statement and prospectus transactions, including non-offering prospectuses and direct listings
- Continuous disclosure readiness, governance, and insider policy frameworks
Typical Clients: Growth-stage issuers and private funds transitioning to public vehicles.
Going Public Transactions FAQ
General information only. Not legal advice. Viewing this content does not create a solicitor-client relationship.
A private issuer should consider going public when it requires broader access to capital markets, liquidity for shareholders, or a public currency for acquisitions. Listing on a Canadian exchange can facilitate larger financings, enhance credibility with institutional investors, and support growth strategies.
However, going public introduces significant regulatory, disclosure, governance, and cost obligations. Issuers must assess readiness for continuous disclosure, board governance standards, internal controls, and market scrutiny before pursuing a listing.
An initial public offering (IPO) involves filing and clearing a prospectus with securities regulators and listing securities on a stock exchange. The issuer raises capital directly from the public and becomes a reporting issuer upon completion.
A reverse takeover (RTO) involves a private company acquiring control of an existing reporting issuer, often a dormant public shell. The private business effectively becomes public without conducting a traditional IPO. RTOs can be faster and less costly in some circumstances but remain subject to exchange approval and regulatory review.
A Capital Pool Company (CPC) is a TSX Venture Exchange program that allows a newly incorporated shell company to raise modest capital through an IPO and subsequently complete a “qualifying transaction” with an operating business.
The qualifying transaction results in the private operating company becoming public through the CPC structure. The transaction must meet TSX Venture Exchange requirements and is subject to regulatory and exchange review.
Exchange listing requirements vary depending on the exchange, such as the TSX or TSX Venture Exchange. Requirements typically include minimum financial thresholds, public float requirements, working capital tests, and governance standards.
Issuers must also demonstrate appropriate board composition, audit committee compliance, insider reporting readiness, and internal control systems. Exchange approval is required in addition to securities regulator review where a prospectus is involved.
After becoming a reporting issuer, a company must comply with continuous disclosure obligations under Canadian securities legislation, including National Instrument 51-102 ‘Continuous Disclosure Obligations’.
This includes filing annual and interim financial statements, management’s discussion and analysis (MD&A), material change reports, business acquisition reports where applicable, and timely disclosure of material information. Insider reporting and early warning requirements also apply.
Yes, a private investment fund can transition into a public vehicle, often through an IPO, RTO, or conversion into a publicly listed trust or corporation. The structure must be reviewed to ensure compliance with prospectus requirements, exchange rules, and continuous disclosure obligations.
Transitioning to a public structure may also change the fund’s regulatory status, including application of additional securities law instruments, governance standards, and investor protection rules. Careful structuring is required to manage tax, disclosure, and investor approval considerations.
