Education
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Queen's University, L.L.B., 1990
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Trinity College (University of Toronto), B.A., (Hons), 1987
Bar Admissions
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New York
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England and Wales
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Ontario (Canada)
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Michael Smith advises U.S. and foreign entities on international finance, cross-border mergers and acquisitions, and corporate governance. Mr. Smith regularly advises issuers and underwriters in both public and private equity and debt offerings, including high-yield debt, sovereign debt, mezzanine financings, securitizations, Rule 144A offerings and offerings under the Canada-U.S. Multijurisdictional Disclosure System. He also regularly advises boards of directors and senior management on corporate governance matters. Mr. Smith has recently become actively involved with the structuring and trading of carbon credits, and related instruments, in the United States.
Mr. Smith has practiced law with leading international law firms in Toronto, New York, and London and is admitted to practice law in New York, England and Wales, and Ontario, Canada. From 1995 to 1996, he was seconded to the Corporate Finance Department and the General Counsel’s office of the Ontario Securities Commission in Toronto. From 1996 to 1999, Mr. Smith practiced in London, specializing in international equity offerings, emerging market privatizations, Euro debt issues, structured financings, Eurobond repackagings, and cross-border mergers and acquisitions. While in London, Mr. Smith gained significant experience in U.K. underwritings (including listings on the London and Luxembourg Stock Exchanges), coupled with U.S. private placements.
Since 1999, Mr. Smith has focused on the applicability of the U.S. foreign private issuer and corporate governance rules to Canadian and other non-U.S. companies. He counsels clients in various industries and has significant experience in the oil and gas, mining, financial services, bio-tech, and pharmaceutical industries. Mr. Smith has advised on international transactions arising out of, or going into, Canada and Western Europe, as well as the emerging markets of the Caribbean and Latin America, Central Asia, the Middle East, Sub-Saharan Africa, and Eastern Europe. He is an active member of the firm’s Energy Group.
Mr. Smith is a graduate of the University of Toronto (Trinity College), where he obtained a B.A. (Hons) in International Relations. He was awarded his law degree from Queens University, Kingston, Ontario and is currently a member of the Dean’s Council for that law school. In March 2008, Mr. Smith was appointed to the Board of the Canadian Association of New York, an organization founded over 100 years ago to promote friendship between Canadians and Americans. In 1986, he was commissioned a Navigating Officer in the Royal Canadian Navy.
Publications, Speeches, Presentations
Mr. Smith has led many client and industry seminars on cross-border financing techniques, structuring international M&A, and mezzanine financings. He is a visiting lecturer on U.S. securities law at several Canadian law schools and has been a panelist at the Annual Symposium on Mezzanine & Middle Market Finance in New York, NY and the Canadian Bar Association’s Annual Conference (among other Canadian conferences) to discuss United States-Canada cross-border financing issues and Sarbanes-Oxley matters.
Select Presentations/Publications
- “The Coming Wave: Getting Ready for the Growth of Carbon Credit Trading in the United States,” New York, NY, April 2008
- "The Rise of Public Investment Vehicles in the Middle Market,” Symposium on Mezzanine & Middle Market Finance, New York, NY, May 2007
- “AIM Rule 26 and Its Conflict with U.S. Securities Law,” Alert – Patton Boggs LLP, May 22, 2007
- “U.S. Private Placement Techniques,” U.S. Securities Law Program, January 2007, Osgoode Professional Development, Toronto
- “Managing the CEO/CFO Certification Process with Respect to Year-End Financial Statements,” Insight Conference, Toronto
- Keynote Speaker, “Standards of Professional Conduct for Attorneys under the Sarbanes-Oxley Act of 2002: Do the New U.S. Whistle-blowing and Up-the-Ladder Reporting Obligations Apply to You? A Hypothetical Discussion in a Canada-U.S. Cross-Border Securities Law Context,” 2003 Summer Meeting of the Canadian Institute of Corporate Directors, Calgary
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