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Labour Sponsored Investment Fund Corporations

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Introduction

Koskie Minsky provides legal services to Labour Sponsored Investment Fund Corporations (LSIFs) involving their creation, maintenance and investment activities.

LSIFs are corporations established under the Community Small Business Investment Funds Act (formerly called the Labour Sponsored Venture Capital Corporations Act). The objective of the legislation is to provide sources of risk capital for small and medium-sized companies, which in turn should lead to economic growth, job creation, and a broader tax base.

Services Provided

In order to establish an LSIF, a labour organization must be prepared to sponsor the corporation. Koskie Minsky is uniquely positioned to assist in the placement of sponsors with promoters interested in establishing LSIFs and has done so on behalf of several corporations.

We then provide legal assistance to create the corporation, which includes:
  • assisting in the design of the share structure, management and director compensation packages;
  • incorporating the corporation, sponsor promoter company and manager including development of by-laws, shareholder agreements, etc.;
  • group life and accidental death and dismemberment
  • drafting/reviewing of material contracts including the Sponsors Agreement, Custodial Agreement, Agency Agreement, Management Agreement, Investment Advisor Agreement, Transfer Agent arrangements and Shareholder Administration Agreements;
  • liasing with regulatory bodies to obtain required approvals including approvals from the Ontario Securities Commission.
  • drafting of preliminary and final prospectus respecting the share offering;
  • reviewing initial marketing materials to ensure compliance with guidelines of securities administrators; and
  • completion of share offerings.
As is evident from the above list of activities, the establishment of an LSIF is a complicated process, which requires careful planning. Our background positions us to better understand and react to the legislative and practical requirements in establishing an LSIF.

Koskie Minsky also acted as corporate counsel to several LSIFs. In this capacity, we provide ongoing services in the following areas:
  • ensuring continuing corporate and securities law compliance;
  • assisting in due diligence review of investment proposals;
  • negotiating the terms of both debt and equity investments in eligible businesses to ensure compliance with applicable investment rules;
  • drafting all required contracts and agreements to implement investments made in eligible business; and
  • renewing material contracts, revising the prospectus annually or as required and reviewing marketing materials to ensure securities regulatory compliance.
Personnel

Koskie Minsky's LSIF Team has a wide range of experience in all aspects of investment, and securities aspects of establishing and operating an LSIF.

George Dzuro heads our LSIF practice. George has over 15 years of legal experience handling complex securities and investment transactions for the benefit of pension and other benefit funds, pooled and mutual funds, other institutional and entrepreneurial clients. George has also developed a special expertise in providing legal advice on the development and implementation of employee share ownership plans.

George contributes on a regular basis to publications of associations and professional organizations and actively participates in various government committees and legal professional associations.


Copyright © Koskie Minsky LLP, 2008