22 LEXPERT
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2019
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WWW.LEXPERT.CA
Levin, Jon Fasken Martineau DuMoulin LLP
(416) 865-4401 jlevin@fasken.com
Mr. Levin has an unmatched reputation for providing top-level advice.
An advocate of exemplary client service, he has acted as lead counsel in
high profile financings, take-overs and restructuring transactions. He has
advised special committees and has provided strategic guidance on board
procedures and the implementation of governance policies in response
to new legislation and developments.
Leopold, John W. Stikeman Elliott LLP
(514) 397-3111 jleopold@stikeman.com
Mr. Leopold is a preeminent corporate lawyer who has been repeatedly
recognized both nationally and internationally as one of Canada's elite
practitioners in mergers & acquisitions and corporate law.
Leduc, Pierre-Yves Stikeman Elliott LLP
(514) 397-3696 pyleduc@stikeman.com
Mr. Leduc is a partner and Head of the Securities Group. His practice
focuses primarily in the areas of mergers & acquisitions (public and private),
securities and corporate finance. His assignments have included acting
as counsel to issuers and underwriters in public offerings and private
placements and to corporations in acquisitions and divestitures.
Latham, L. Joseph Goodmans LLP
(416) 597-4211 jlatham@goodmans.ca
Mr. Latham's practice focuses on commercial insolvencies, including
bankruptcies, receiverships and restructurings, having advised debtors,
secured/unsecured creditors, receivers, trustees and monitors. He has
experience in Canadian and cross-border restructurings and receiverships,
including Sears Canada, Performance Sports, Essar Algoma Steel, HB White,
Quicksilver Resources and Eddie Bauer.
Lastman, CM, Dale H. Goodmans LLP
(416) 597-4129 dlastman@goodmans.ca
Mr. Lastman, Member of the Order of Canada, is Chair of Goodmans LLP.
He provides counsel in connection with public offerings, M&A and business
restructurings. He is a Director of Maple Leaf Sports & Entertainment Ltd.,
Alternate Governor for the NHL and NBA, and Governor of the CFL's Toronto
Argonauts. He is Chair of Baycrest and board member of RioCan REIT,
Roots Ltd. and CAMH Foundation.
Lampe, Jonathan Goodmans LLP
(416) 597-4128 jlampe@goodmans.ca
Mr. Lampe is a member of the firm's Executive Committee and Past
Co-Chair of its Corporate/Securities Practice. Former OSC General
Counsel, he advises Canadian and international clients on M&A, strategic
relationships, financings, dissident shareholder activities and governance,
and regulatory matters and investigations. Advanced Leadership Fellow
at Harvard University in 2016.
LEXPERT-RANKED LAWYERS
the rules have not yet come into force and may not
come into force until 2020.
Even core questions about the nature of block-
chain assets remain unanswered.
"We still don't have a formal position by several
regulators as to the nature of digital assets and
whether or when blockchain-based offerings such
as tokens are securities as opposed to currencies,"
says Usman Sheikh in Gowling WLG's Toronto
office. "If there's a lack of clarity on this most ba-
sic issue, we can see how uncertainty continues to
reign in many areas of the law."
It is true that 2018 saw domestic and foreign
regulators take longer, harder looks at crypto-
currency regulation and enforcement. In 2018,
both the Canadian Securities Administrators
(CSA) and the US Securities and Exchange
Commission (SEC) confirmed that most ini-
tial coin offerings (ICOs) were subject to their
jurisdiction. Later in the year, both regulators
cautioned stakeholders about the potential
unlawfulness of online platforms for trading
digital assets. e CSA also issued a staff notice
emphasizing the importance of token purchas-
ers' reasonable expectation of profit in acquiring
tokens as a sign that the ICO was an investment
contract subject to securities laws.
ere's little doubt that the increasingly fo-
cused regulatory atmosphere and the accom-
panying investor uncertainty — both of which
represent a moving dot on the continuum from
the "Wild West" atmosphere that prevailed to
propel Bitcoin to a market high near $20,000 in
December 2017 — is at least partially responsi-
ble for the fall in Bitcoin's value to about $3,600
in January 2019.
"We were taking three calls a day in this
space until about June 2018, when the OSC is-
sued Staff Notice 46-308, which essentially said
that almost all token offerings would be treated
as securities," says Allan Goodman in Good-
mans LLP's Toronto office. "Aer that, interest
dropped off tremendously."
In other words, the regulatory action that has
been taken to date may have done more to fray in-
vestors' nerves as opposed to quelling them.
"e guidance given so far hasn't been particu-
larly helpful," Goodman says. "It's true that the
regulators have been going aer the bad actors,
but the vast majority of stakeholders, who aren't
in that category, are still waiting for authorities to
come out with formal policies and rules."
Daniel Fuke in Fasken Martineau DuMoulin
LLP's Toronto office maintains that regulatory
postures so far have amounted to little more than
a knee-jerk initial reaction that securities laws ap-
ply to cryptocurrency offerings.
"All the regulators have done is punt the ques-
tion of when a token is a security," he says. "On
