Education

Bar Admission

  • 1991 Admitted to the New York State Bar
  • 1990 Admitted to the British Columbia Bar

Stewart Muglich is the leader of the Corporate Finance + Securities, Mergers + Acquisitions and Cannabis Practice Groups. He is also a member of the Corporate/Commercial Practice Group. Since 2016, Stewart has been recognized by Best Lawyers® in Canada for his work in corporate law.

Stewart has been advising clients in corporate finance and securities matters, mergers, acquisitions, divestitures, reorganizations and going private transactions for almost three decades. He has represented clients across various business sectors including the energy, forestry, industrial, life sciences (including pharmaceuticals), mining and technology sectors. Stewart has been involved in transactions ranging in value from a few hundred thousand dollars to over one billion dollars. He frequently assists clients with public and private offerings and other financings, including exempt, registered, Rule 144A, Regulation S and initial public offerings, and acts for both issuers and investment bankers. Stewart provides strategic advice on both proxy contests and hostile and negotiated takeover bids. In that regard, he has represented incumbents, dissidents and special committees and is well aware of the unique requirements that each group faces.

Stewart is experienced in cross-border transactions and is well versed in regulatory compliance issues. This includes corporate governance matters, which arise in Canada and the United States under the regulatory framework of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange, NASDAQ, the NYSE, the various securities regulators in Canada, and the Securities Act of 1933, the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002 in the United States. Stewart has a broad network that regularly assists him with completing complex transactions with parties from around the world.

Stewart is a trusted advisor for his clients. He strives to become knowledgeable about each of his clients’ specific businesses so he can offer prudent, business-oriented legal advice. It is through his many years of experience that he provides a useful resource, whether he is drawing upon his knowledge or finding creative solutions for his client’s issues.

On A Personal Note...

Stewart is married with two children and lives in Vancouver. He is an avid football (aka soccer) fan and enjoys travelling with his family.

Representative Experience

Financings

  • An industrial issuer in connection with the filing of a $500,000,000 shelf registration of debt securities, common stock and preferred stock
  • A pharmaceutical issuer in connection with the filing of an $80,000,000 base shelf prospectus of debt securities, common shares, subscription receipts, warrants, preferred shares and units
  • An industrial issuer in connection with a $300,000,000 senior note issuance
  • An industrial issuer in connection with an $80,000,000 issuance of common stock
  • A syndicate of underwriters in connection with a $164,000,000 initial public offering by an industrial issuer
  • A syndicate of underwriters in connection with a $54,000,000 initial public offering by an industrial issuer
  • A syndicate of underwriters in connection with a $76,000,000 secondary offering by an industrial issuer
  • A syndicate of underwriters in connection with a $75,000,000 secondary offering by a natural resource issuer
  • A syndicate of agents in connection with an $18,000,000 private placement by an industrial issuer
  • A pharmaceutical issuer in connection with a $54,000,000 debt financing facility

Mergers & Acquisitions

  • An industrial issuer in connection with a $1,000,000,000 merger by way of plan of arrangement
  • A natural resources issuer in connection with a $140,000,000 merger by way of plan of arrangement
  • A pharmaceutical issuer in connection with a $54,000,000 acquisition of pharmaceutical products
  • A technology issuer in connection with a $100,000,000 merger by way of plan of arrangement
  • A financial services issuer in connection with a $5,000,000 merger with another financial services issuer
  • An industrial issuer in connection with the $100,000,000 disposition of all of its assets.

Special Situations

  • An industrial issuer in connection with a successful defense to a proxy contest
  • A natural resource issuer in connection with a successful defense to a proxy contest
  • A dissident group in connection with the removal of the board in a successful proxy contest
  • An industrial issuer in connection with a successful defense to a hostile takeover
  • A natural resource issuer in connection with a successful defense to a hostile takeover
  • A dissident group in connection with a successful takeover bid

Publications

Blogs

ESG – Revisited

New Canadian Cannabis Regulations for Second Wave of Cannabis Products

CSA Staff Notice 51-357 “Staff Review of Reporting Issuers in the Cannabis Industry”

Proposed National Instrument 52-112: Non-GAAP And Other Financial Measures Disclosure

New Prospectus Exemption

CSE Requests Comments from Issuers with U.S. Marijuana-Related Activities on Impact of Cole Memorandum Rescission

Exemption for Distribution of Securities outside British Columbia

Proposed amendments to National Instrument 45-102 Resale of Securities (NI 45-102)

Foreign Private Issuers soon required to submit financial data in XBRL

Stricter enforcement from the regulators

Confidentiality agreements and whistleblower compliance

SEC amends Rules 147 and 504 under the Securities Act

Bill C-25 proposes amendments to the Canada Business Corporations Act

Cyber security

OSC Proposes Rule for Distributions Outside of Canada

Improving your continuous disclosure

Do I need a shareholders’ agreement?

SEC adopts rules for resource extraction issuers

SEC adopts amendments to implement changes for Exchange Act registration requirements

New take-over bid regime

New report of exempt distribution aims to reduce the compliance burden for issuers

Environmental, social and governance issues – dealing with them is good business

What to consider when buying and selling a business

New prospectus exemption when dealing with an investment dealer

Crowdfunding in Canada and the United States

Existing securityholder exemption vs rights offering exemption

Insider trading

Are securities laws applicable to me?

Stewart's
Focus