WWW.LEXPERT.CA
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2019
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LEXPERT 23
MacKay-Dunn, QC, R. Hector Farris, Vaughan, Wills
& Murphy LLP (604) 661-9307 hmackay-dunn@farris.com
Mr. MacKay-Dunn has over 25 years of experience providing legal advice
to high-growth public and private companies, many achieving valuations of
over a billion, over a broad range of industry sectors, including technology,
life sciences, mining, and compostable technology. He advises on corporate
domestic and cross-border public and private securities offerings,
M&A and international partnering and licensing transactions.
MacKay, Kari Goodmans LLP
(416) 597-6282 kmackay@goodmans.ca
Ms. MacKay practises corporate/securities law focusing on M&A, corporate
finance and governance. She advises on international mergers, asset
transactions and multi-creditor financings focused on the mining and natural
resource sector. She has extensive experience at all project stages, project
financing (alternative financing), technical reporting, off-take agreements
and asset dispositions.
Lorito, John G. Stikeman Elliott LLP
(416) 869-5272 jlorito@stikeman.com
Mr. Lorito is Head of the Tax Group and a member of the Toronto Management
Committee. His practice focuses on general income tax, with particular
emphasis on corporate reorganizations, mergers & acquisitions, investment
funds, REITs and international tax planning. He has also acted as counsel on
federal and provincial income tax appeals before the Federal Court of Appeal
and the Ontario Court.
Linett, Amanda Stikeman Elliott LLP
(416) 869-5217 alinett@stikeman.com
Ms. Linett is a partner in the Mergers & Acquisitions and Capital Markets
Groups. Her practice focuses on corporate and securities law, with an
emphasis on mergers & acquisitions and corporate finance transactions.
She has counselled issuers, boards of directors, special committees and
other transaction participants in numerous M&A transactions, including both
friendly and hostile matters.
Lewis, QC, Gregory D. Norton Rose Fulbright Canada
LLP (604) 641-4923 greg.lewis@nortonrosefulbright.com
Mr. Lewis is Canadian Head of Infrastructure and former Chair of the Business
Department of the predecessor firm in Vancouver. His practice focuses on
commercial transactions and project financings in infrastructure, energy and
other industry sectors. His experience includes PPPs in a variety of sectors,
purchases and sales of businesses and related financings, port developments
and hydro-electric power projects.
LEXPERT-RANKED LAWYERS
the whole, there is absolute acknowledgement in
industry circles that a token will oen be a secu-
rity, but at the same time there's a significant space
in which a token could be a currency or a utility."
As it turns out, the idea that a unit of exchange
can take different forms is not a unique concept.
US dollars or any other established international
monetary units could be currency for people who
use it to pay for goods and services at the same time
that they represent a securities investment for those
participating in the currency exchange market.
As well, and perhaps more importantly —
because cryptocurrency's potential as a ubiqui-
tous decentralized currency has many naysay-
ers — part of cryptocurrency's uniqueness is
in creating economic incentives to participate
in a platform that benefits the whole network.
Bitcoin, for example, uses cryptocurrency to re-
ward "miners" who provide network security by
validating transactions.
Interestingly, it's a Canadian company, Water-
loo-based Kik Interactive, that may be the first to
have the US courts pronounce on the character-
ization of cryptocurrency. Aer the OSC came
to a preliminary conclusion that the company's
2017 offering of about $100 million in digital to-
kens constituted a securities offering, Kik decided
to limits its offerings to the US. But when the
SEC came to the same conclusion as its Canadian
counterpart, Kik advised that any enforcement
action would be challenged in the US courts.
"It's important for the industry that regulators'
interpretations of the law are being challenged,"
Fuke says. "e SEC's test for whether an offering
is a 'security' is outdated and didn't contemplate
the emergence of digital assets when the test was
formulated. is challenge is clearly needed."
Kik's position is that the tokens are intended
for use as a currency on its platform, a social net-
working enterprise aimed at interconnecting a va-
riety of third-party apps that integrate Kik's mes-
saging app into their soware. Services that do so
or otherwise promote Kik's app will be rewarded
in "Kin," digital tokens that can then be spent in
the interconnected network.
According to Fuke, the company has strong
supporting arguments for its position that Kin to-
kens are not securities, including the fact that only
small amounts were sold to individual purchasers.
"Kik wants people to spend Kin and circulate
it in the network," Fuke says. "It's not intended as
an appreciating investment nor does Kik intend
to be responsible for anyone else's money."
Vern Krishna, a tax lawyer at TaxChambers
LLP in Toronto, says tax authorities are no fur-
ther along than their securities brethren. But un-
like many securities lawyers, he believes that cryp-
tocurrency should be treated as a speculative com-
modity rather than a currency for tax purposes.
Mann, Jonah Stikeman Elliott LLP
(416) 869-5518 jmann@stikeman.com
Mr. Mann is a partner in the Mergers & Acquisitions and Capital Markets
Groups. His practice focuses on mergers & acquisitions, corporate finance,
corporate governance and securities law compliance matters. He regularly
acts for Canadian public companies and leading investment banks
on complex capital markets transactions. In 2018, he was recognized
as a Lexpert Rising Star.
