Legal Work 2008-2012
Danielle Jarvis – Synopsis of Legal Work prior to JarvisLegal (2008 – 2012)
| 2008 |
| Type of Work | Description | Responsibilities |
| Secured Financing | At least 8 multimillion dollar “bridge loan” secured financing transactions for a publicly listed lending company | Drafting loan documents and closing documents; attending to execution and assisting with the closing of the transactions. |
| Asset Acquisition | Acquisition of a landscaping company by another larger landscaping company | Drafting transaction documents and assisting with the closing of the transaction. |
| Shareholders’ Agreement | Shareholders’ Agreement for a mid-sized rehabilitation company | Assisting with the drafting of a Shareholders Agreement between 5 shareholders. |
| Tax Restructuring | $20 billion dollar tax restructuring transaction for a large global mining company | Assisting with drafting some of the transaction documents and with the closing of the transaction. |
| Wind farm Project (Clean Power Call Bid) | Joint Venture Agreement and Clean Power Call Bid between a BC company and a partnership of three Japanese power companies (client) | Assisting with the Joint Venture Agreement transaction and Clean Power Call bid preparation. |
| Wind farm Project
(Due Diligence) |
Proposed Purchase of Wind farm assets of a company, acting for potential purchaser | Assisting with the drafting of the Asset Purchase Agreement and performing due diligence review of the target company. |
| Share Sale and Loan Transaction | Share purchase takeover of a health care company, acting for the two existing shareholders | Assisting with drafting transaction documents and with the closing of the transaction. |
| Loan Transactions | Two multimillion dollar bridge loan transactions, acting for the lender | Assisting with drafting documents collateral to the loan transactions and the closing of the transactions. |
| Corporate Reorg | Corporate restructuring transaction involving an automotive company | Drafting corporate reorganization documents and attending to execution. |
| Share Sale – Internet Business | Licencing and proposed sale of an internet business | Assisting with the negotiation and drafting of an asset purchase agreement and licence agreement. |
| Share Sale (Shotgun) | Sale of shares as a result of the triggering of a shot-gun clause in a shareholders’ agreement | Assisting with drafting transaction documents, including the purchase agreement for the purchase and sale of the shares. |
| Purchase of Office Building | Commercial building purchase | Assisting with drafting of a purchase agreement and commercial lease. |
| Corporate Reorg | Corporate restructuring transaction involving an automotive dealership | Drafting corporate reorganization documents. |
| Shareholders’ Agreement | Shareholders’ agreement for a brokerage services company | Assisting with drafting a shareholders’ agreement and related documents. |
| Loan transaction | Credit Facility for an oilfield services company | Drafting documents collateral to the loan agreement; assisting with closing of the transaction. |
| Asset Purchase – Guide Outfitting Operation | Purchase of a Guide Outfitter Certificate and other assets | Assisting with the negotiation and drafting of an asset purchase agreement and collateral documents; performing all tasks necessary for closing of the transaction. |
| Purchase of forestry lands | Purchase of forestry assets (multimillion dollar transaction) | Conducting due diligence, including: corporate search review and summary; contract and regulatory permitting review and summary; and drafting a comprehensive due diligence report |
| Loan transaction | At least five multimillion dollar secured credit facility transactions | Drafting documents collateral to the loan agreements; assisting with closing of the transactions. |
| General Corporate matters | Golf course development – corporate matters | Drafting an assortment of corporate documents for a golf course development company. |
| Loan transaction | Bank credit facility for a petroleum company (client) | Drafting documents collateral to the loan agreement; assisting with closing of the transaction. |
| Purchase transaction | Purchase and restructuring for a resort development company | Drafting documents collateral to the loan agreement; assisting with closing of the transaction. |
| 2009 |
| Secured Financing | At least 10 “bridge loan” and other secured financing transactions for both public and private lenders | Drafting documents collateral to the loan agreements; assisting with closing of the transactions. |
| Share and Asset Purchase and Sale Transactions | Involved with seven asset/share purchase and sale transactions, including:
– purchase of a raw dog food company – multimillion dollar acquisition of a workplace benefits company by a larger one – sale of a digital media company – purchase of a café – purchase of a business by one shareholder from the other three shareholders – purchase of a guide outfitter hunting business – purchase of guide outfitter assets and hunting rights |
On each transaction, I was responsible for managing the transaction, drafting and negotiating transaction documentation and closing the transaction. |
| Start-up Companies | Start-up company advice and assistance for numerous start-up companies | Providing strategic advice on business structuring; assisting with incorporation of corporate entities and corporate work; assisting with completion of shareholders’ agreements. |
| Corporate Matters | Corporate tax restructuring transactions | Drafting documents for the restructurings and completing closing books. |
| Contract Drafting and Review | Domestic and international contracts for a retail chain | Drafting, reviewing and negotiating commercial contracts. |
| Due Diligence | Due diligence on the proposed purchase of a wind-farm operation in BC | Conducting contract review; review of corporate due diligence searches; review of regulatory permits and First Nations issues; and preparing comprehensive due diligence report for the client |
| Real Estate Conveyances and Issues | Five real estate conveyances for large ranch properties in Northern BC
Also assisted an individual with obtaining the return of a real estate conveyance deposit |
Reviewing contracts of purchase and sale; assembling and finalizing all conveyance documentation and closing each conveyance transaction. |
| First Nations | Negotiation of Impact Benefit Agreements: (i) involving a transmission line; and (ii) involving a run-of-river hydro project for two First Nations’ groups in BC | Drafting, reviewing and negotiating Impact Benefit Agreements and related documents. |
| Commercial Leasing | Commercial lease negotiations | Negotiating commercial lease terms and attending to execution. |
| Small Claims | Small claims dispute and Payment Hearing for a client | Filing of court documents; replying to documents filed and attending Payment Hearings. |
| 2010 |
| First Nations | Negotiation of an Impact Benefit Agreement for a First Nation in BC | Drafting, reviewing and negotiating Impact Benefit Agreements and related documents. |
| First Nations | Purchase of property, including the purchase of a vessel and the purchase of Guide Outfitter operations | Assisting with drafting transaction documents and closing of the transactions. |
| First Nations | Court application regarding Aboriginal Rights and Title in BC | Assisting with Court filings and reviewing and revising drafts. |
| Share/Asset Transactions | Involved with 15 asset/share purchase and sale transactions, including:
– purchase of a pharmaceutical and biotech technology company – buyout of minority shareholders of a graffiti removal company – sale (shares) by 16 shareholders of a very large workplace benefits company – purchase of a landfill and related assets by a divestiture trustee – purchase of heavy equipment assets and business as a going concern (asset deal) – Sale of a truck accessories business – Sale of a diving gear manufacturing business – sale of a large optical retain chain – sale of a portion of a martial arts training business – sale of an auto towing business – sale of shares in a golf course for $1m – purchase of a graphic design and media company by another – sale of a clothing supply business – purchase of shares in a pulp company – sale of shares in a security firm |
On most of these transactions, I was the lead lawyer (or part of the main team of lawyers) responsible for managing the transaction, drafting and negotiating transaction documentation and closing the transactions. |
| Secured Financing | Involved with 12 secured financing transactions. Most of these transactions were multi-million dollar “bridge loan” transactions acting for the lender. A few of these involved Debentures for lenders in Alberta | Assisting with drafting documents collateral to the loan agreements and with the closing of the transactions. On some of these files I was the lead lawyer drafting Debentures (both secured and unsecured) and loan agreements. |
| General Corporate / Commercial and Due Diligence | Various corporate/commercial matters including:
– due diligence review for a major metal fabrication company on a group of target companies – amalgamation of a group of companies involved with pipe cladding – commercial contracts for an entrepreneur’s holding company – negotiation of a mining property option agreement – advice to a group of shareholders on shareholders’ agreement issues and minority rights – due diligence review for a Japanese company involving the purchase of energy assets – general corporate commercial matters for small start-up companies |
In most cases I was working with a group of lawyers or directly with the clients and carrying out various corporate or commercial work, including commercial contract drafting and negotiation and setting up holding companies.
Where the files involved due diligence, I was the lead lawyer and was responsible for completing the due diligence and preparing a due diligence report for the clients. |
| Climate Change / Renewable Energy | Corporate work for Alberta’s Climate Change and Emissions Management Corporation | Assisting with drafting agreements; drafting governance documents as well as general corporate work. |
| Climate Change / Renewable Energy | Due diligence pertaining to the purchase of an Alberta biomass plant | Conducting due diligence review including: corporate searches, contract and permitting review and preparing a comprehensive due diligence report for the client. |
| Contract Drafting and Review | Contract drafting and negotiation for various clients | Drafting and negotiation of contracts including: service agreements, employment agreements, management agreements, customized contracts, confidentiality agreements, option agreements, joint venture agreements, share purchase agreements and much more. |
| Property / Commercial Leasing | Negotiation of a commercial lease for an Alberta First Nation | Assisting with lease review and negotiations. |
| Property / Commercial Leasing | Commercial real estate transaction involving the purchase of a shopping centre | Assisting with a commercial real estate transaction and preparing documents, including estoppel certificates, lease summaries and contract reviews. |
| Property / Commercial Leasing | Purchase of a property in SunPeaks | Assisting with an issue regarding covenants on a property in Sunpeaks Resort. |
| Property / Commercial Leasing | Offering Memorandum pertaining to a proposed development in the Interior of BC | Assisting with drafting and compliance issues pertaining to an Offering Memorandum. |
| Small Claims | Debt collection claim and subsequent Payment Hearing | Assisting with Small Claims filing matters and negotiations; attending a Payment Hearing. |
| 2011-2012 |
| Natural Resources / Energy Law | $800 million shale gas asset purchase transaction | Assisting with First Nations and oil and gas due diligence and preparation of a comprehensive due diligence report; advising the client on results of due diligence and discussing same on “all-party” conference calls; setting up a corporate Canadian entity for the joint venture parties and related documentation; advising on the asset purchase agreement and related closing documents. |
| Natural Resources / Energy Law | General corporate / commercial work for a wood pellet company | Assisting with the drafting of contracts. |
| Natural Resources / Energy Law | Option Agreement | Drafting an Option Agreement and related documents with respect to mining tenures for a BC client. |
| Natural Resources / Energy Law | Limited Partnership structuring and other corporate matters for a BC forestry company | Assisting with all aspects of the limited partnership structuring and corporate matters, including drafting and advising on a limited partnership agreement, management agreement and shareholders’ agreement. |
| Natural Resources / Energy Law | Corporate commercial and environmental regulatory legal work for a large demolition and remediation company | Advising and assisting with regulatory and commercial contract issues as well as contract drafting. |
| Natural Resources / Energy Law | Corporate / commercial legal work for a large BC forestry company | Assisting with a share purchase transaction and various corporate matters. |
| Natural Resources / Energy Law | Forestry transaction involving a group of companies | Assisting with contract drafting and acting as lead lawyer on the closing of a major forestry transaction. |
| Natural Resources / Energy Law | Memorandum on BC and Canadian biomass initiatives for a Chinese client | Conducting research and preparing a memorandum on biomass initiatives. |
| Natural Resources / Energy Law | Corporate / Commercial legal work for a Crown utility | Researching and advising on regulatory issues; drafting corporate and commercial documents and agreements. |
| Natural Resources / Energy Law | Mining agreements for a BC based mining company operating internationally | Drafting various mining agreements, including a drilling agreement and option agreement. |
| Climate Change / Clean Energy | Due diligence review of energy-related assets | Conducting due diligence review on all aspects of the project and preparing a due diligence report. |
| Climate Change / Clean Energy
|
Shareholders’ Agreement and general corporate / commercial work for power generation company | Drafting a shareholders’ agreement for a BC based power company and assisting with various other general corporate and commercial work. |
| First Nations | Various corporate /commercial work for a BC First Nation | Assisting a BC First Nation with their corporate and commercial work, including setting up corporate entities and contract drafting. |
| First Nations | Due diligence review for a potential pellet fuel opportunity | Undertaking due diligence review and preparing a due diligence report. |
| First Nations | Guide Outfitter Certificate and asset transaction | Assisting with contract drafting, including trust declarations, and closing of the transaction. |
| First Nations | Multimillion dollar purchase of a large tree farm licence (TFL) on Haida Gwaii | Assisting with contract drafting and acting as lead lawyer with respect to managing and closing the transaction. |
| First Nations | Due diligence on First Nation issues for a large mining company | Undertaking due diligence review and preparing a due diligence report. |
| Share/Asset Purchase and Sale Transactions
|
Involved with six asset/share purchase and sale transactions, including:
– Sale of an internet coffee wholesale business – Purchase (and restructuring) of forestry companies – Proposed purchase of a stake in an Alberta pipeline company by a Japanese company (client) – Buyout of shares of a partner – Retail bike shop – Sale of a wedding services franchise business – Purchase of a large building company in Alberta |
On most of these transactions, I was the lead lawyer responsible for managing the transaction, drafting and negotiating transaction documentation and closing the transactions.
|
| Due Diligence | Purchase of forestry assets in BC from a large forestry company | Conducting due diligence review and preparing due diligence summaries. |
| Secured Financing | Several multimillion dollar bridge loan transactions acting for the lender | Drafting loan documents and closing documents; attending to execution and assisting with the closing of the transactions. |
| Secured Financing | “Daylight loan” transactions for an investment company | Drafting loan documents and closing documents; attending to execution and assisting with the closing of the transactions. |
| Secured Financing | Secured convertible debenture for proposed purchase of a major internet business | Drafting of the Debenture and related documents. |
| Secured Financing | Bank credit facility for an Alberta oil and gas company | Assisting with all aspects of the financing, acting for the borrower. |
| Secured Financing | Credit Facility, involving an Alberta oil and gas company | Assisting with drafting transaction documents. |
| P3 Transaction | Public-Private Partnership transaction involving a Pre-Trial Centre | Assisting with drafting transaction documents and acting as the lead lawyer on the closing of the transaction. |
| P3 Transaction | Agreement related to a previous P3 transaction as a result of a change of parties involved | Drafting and reviewing transaction documents and attending to their execution. |
| General Corporate / Commercial
|
Involved with various corporate / commercial work for numerous clients including:
– structuring for a biotech start-up company – a graffiti removal company – a English language educational services company – a shipping company – a security company – a First Nation – an energy company – a Japanese technology company – two car dealership companies – a Japanese manufacturing company – a import/export company – a large Japanese trading company – a golf course development company – a very large Japanese multinational company – involving the purchase of a BC mining company – a joint venture for a medical company – due diligence for a BC mining company |
Assisting partners of the firm, or in most cases the clients directly, with various corporate / commercial legal matters. These included complex contract drafting and negotiation as well as a very large transaction involving the purchase of a BC mining company and off-take rights. |
| Start-up / Tech Companies
|
Various corporate and commercial work for at least three start-up companies | Assisting with corporate work and drafting contracts such as: services agreements, share transfer and purchase agreements and stock option agreements. |