Our firm has a long history in private equity, having acted on some of the earliest private equity transactions in Canada and the U.S. Since then, our team of lawyers has grown and developed with the industry. We have represented our private equity clients in establishing their funds and on their public and private direct transactions across industries. We have worked closely alongside our pension fund, foreign sovereign wealth fund and other institutional investor clients in the development of their private markets investment activities, advising these clients on fund investments, separately managed accounts, joint ventures, secondary acquisitions and divestitures, passive and active co-investments and direct transactions. We have advised on transactions and funds in Canada, the U.S. and globally.

Our private equity lawyers in our Toronto, Calgary and New York offices work seamlessly together to service our clients in the industry. With a close-knit team of over 40 partners and associates dedicated to private equity transactions and an active deal flow, we provide exceptional counsel that draws both on our long history in the industry and our familiarity with market terms and industry trends.

What Sets Us Apart

• Cross-Border – Torys is unique among Canadian and U.S. law firms in its ability to provide top-tier legal advice in both jurisdictions. This has made us the counsel of choice for many clients in the acquisition of businesses with a Canadian and U.S. presence, in the establishment of private equity and other private market funds with Canadian and U.S. investors and in all types of other cross-border transactions.
• Pension Funds – We have a long history of working with all of Canada’s largest pension funds, starting with their first private market investments—we have helped guide our clients down the investment spectrum from passive fund investments, to separately managed accounts, active co-investments, joint ventures, co-sponsor investments and direct investments. We also represent other Canadian, U.S. and international pension and sovereign wealth funds in a broad range of private equity transactions as well as smaller pension funds as they begin to evolve their alternative investment strategies. Our private equity and pension regulatory lawyers work together to provide sophisticated advice on structuring transactions to comply with pension legislation and other regulations.
• Cross-Practice Coordination – We recognize the importance of specialist expertise in private equity transactions and our private equity work frequently involves lawyers in other practice areas, including Tax, Banking and Debt Finance, Pensions and Employment, Real Estate, Intellectual Property, Environmental, Capital Markets and Regulatory. We are able to draw on specialists on both sides of the border, permitting us to seamlessly advise our clients irrespective of whether they are investing in Canada or the U.S.
• Industry Expertise – Our private equity lawyers have accumulated deep expertise in many of the traditional and evolving industries of focus for private capital investment, including Energy, Financial Services, Infrastructure and Public-Private Partnerships, Life Sciences, Media and Communications, Mining and Metals, Real Estate, Retail and Consumer Products and Technology.
• Oil & Gas – Torys has a very active practice advising various entities in all sectors of the oil and gas industry in Canada, the United States and internationally. Our oil and gas professionals based in Calgary regularly advise our private equity and pension fund clients in connection with upstream and midstream sector financing opportunities, joint ventures and buyout transactions.

Practice Areas

• Direct Transactions – We advise our private equity and pension fund clients on public and private buyout transactions, PIPE transactions, joint venture investments, reorganizations and other private markets transactions. We are also often engaged by our clients’ portfolio companies for various corporate/commercial and other matters, including add-on acquisitions, re-financings, advising on employment incentive plans, contract negotiations and commercial disputes with third parties.
• Fund Investments – We advise institutional investors in their investments in funds, separately managed accounts and platforms across North America and internationally. Working with some of the most sophisticated pension funds and other institutional investors from around the world, we offer tax and structuring advice and negotiate fund investment terms and documentation. Our clients are often lead investors, with the result that we are heavily involved in negotiating and establishing the market for fund terms.
• Fund Formation – With an active practice in both Canada and the United States, we are uniquely positioned to represent fund sponsors in structuring and establishing funds seeking to raise capital in the U.S., Canada and internationally. We have extensive experience in buyout, venture capital, fund of funds, co-investment, secondary, debt and other private markets funds, including cross-border securities law and registration requirements. Our experience representing fund sponsors also gives us a unique perspective advising investors in funds generally.
• Secondary Transactions – We advise buyers and sellers of private market fund commitments. We have acted for U.S., Canadian and international institutional investors on transactions ranging from the acquisition/sale of commitments of single funds to portfolios in excess of 100 funds, transferring commitments ranging in size from $10 million to just under $1 billion.
• Co-Investment and Joint Venture Transactions – We represent U.S., Canadian and international institutional clients in North America and internationally on active and passive co-investment, joint venture and co-sponsor transactions involving a variety of equity sponsors involved in buyout, venture capital, real estate, energy and infrastructure.
• Venture Capital – We work with funds, investors and issuers in early and late-stage equity and debt investments in a variety of areas, including technology, telecommunications, medical devices, health care, life sciences, pharmaceuticals, and oil and gas. We also advise on exit strategies, including initial public offerings and sales.

Representative Clients

• Alberta Investment Management Corp. (AIMCo)
• Alberta Teachers’ Retirement Fund Board
• Bank of Montreal
• Birch Hill Equity Partners
• Brookfield Asset Management
• California Public Employees’ Retirement System (CalPERS)
• Caisse de dépôt et placement du Québec
• Callisto Capital LP
• Canada Pension Plan Investment Board (CPPIB)
• China Investment Corporation
• Clairvest Group
• Dyson-Kissner-Moran
• Future Fund Board of Guardians
• Imperial Capital
• Ingenuity Capital
• Ivanhoé Cambridge
• Kohlberg Kravis Roberts & Co.
• Madison Dearborn Partners
• Northleaf Capital Partners
• New Zealand Superannuation Fund
• Ontario Municipal Employees Retirement System (OMERS)
• Ontario Teachers’ Pension Plan Board (OTPPB)
• Ontario Public Service Employees Union Pension Trust (OPTrust)
• Public Sector Pension Investment Board (PSPIB)
• Saskatchewan Public Employees Benefits Agency
• Scotiabank Pension Plan
• Sentinel Capital Partners
• Teralys Capital
• Thomvest Seed Capital
• TorQuest Partners