Matthew A J Levine ✉

Matthew is a Toronto corporate lawyer.

                               

Matthew is an experienced, forward-looking lawyer with a demonstrated track-record of providing quality legal services, advice and representation. He routinely advises entrepreneurs, executives, and investors on corporate, commercial, and financing matters. He is skilled and experienced in corporate and commercial law, including:

                                                                                         

Corporate Formation and Shareholder Structuring

  • Formation and structuring of corporations, including dual- and multi-class share capital tailored to control, succession, and incentive objectives

  • Drafting and negotiation of shareholder agreements, including unanimous shareholder agreements under the OBCA and CBCA

  • Design and implementation of equity compensation structures, including stock option plans, restricted share units (RSUs), and phantom equity

  • Conversion of partnerships or joint ventures into corporate structures, ensuring business continuity and valuation integrity

Private Transactions and Capital Events

     

  • Execution of private company transactions, including acquisitions, divestitures, amalgamations, and tax-efficient reorganizations

  •  Preparation of transactional instruments, including term sheets, letters of intent, and memoranda of understanding

  • Negotiation of share and asset purchase agreements, incorporating tax rollover planning (e.g., ss. 85, 97), CDA preservation

Commercial Arrangements

     

  • Franchise development and regulatory compliance, including franchise disclosure documents and franchise agreements

  • Engineering, procurement, and construction (EPC) contracting, including Master Services Agreements for capital, resource, and infrastructure projects

  • Negotiation of long-term commercial agreements, including supply, licensing, distribution, and outsourced service arrangements

  • Structuring of key customer or vendor relationships, with attention to exclusivity, indemnity, IP licensing, and termination risk

  • Commercial dispute management through drafting and negotiation

 

Private Capital Raising

  • Structuring of private capital placements under prospectus exemptions, including angel, seed, venture capital, and private equity investments

  • Development of founder and investor rights frameworks, including pre-emptive rights, drag-along/tag-along provisions, and anti-dilution protections

  • Negotiation of convertible note and series A / B instruments in early-stage financing contexts

  • Planning for future exit scenarios, including buy-sell arrangements, secondary liquidity events, and alignment of investor class interests

Shareholder, Director, and Corporate Disputes

  • Disputes involving shareholders, directors, and management in closely held corporations, including oppression, deadlock, and breach of fiduciary duty

  • Enforcement of shareholder rights, including access to financial records, derivative actions, and rectification of shareholdings

  • Pre-litigation structuring of negotiated exits, buyouts, and business separation arrangements

Matthew began his career in the Vancouver office of a large, national law firm where he worked on a wide range of public and private company matters. He is passionate about providing clients with practical, business-oriented advice. 

Representative Work:

                                         

  • Successfully advised CEO in the negotiated sale of an integrated business group to private equity purchasers, coordinating complex closing conditions, earn-out protections, and transitional obligations.

  • Represented the continuing co-founder in a high-friction, privately-held construction services company buy-out, advising on valuation methodologies, post-closing restrictive covenants, and post-closing covenants and indemnification. 

  • Advised junior mining operators on early-stage corporate structuring, shareholder agreement architecture, and successive equity financings, with emphasis on OBCA vehicles and founder/investor rights calibration.

  •  Advised emerging-growth consumer goods enterprises on structuring, equity arrangements, and early-stage debt and equity rounds

  • Achieved pre-trial settlement representing an international distributor in Ontario commercial litigation, securing 90% of claimed damages through strategic positioning and early-stage advocacy.

Matthew has a JD from the University of British Columbia and an LLM (Business Law Concentration) from the University of Toronto Faculty of Law where he was Capital Markets Institute Fellow. Matthew has published on a wide range of business law topics.                                                                                                                             

                  Outside of the office, Matthew enjoys spending time with friends and family, as well as listening to audiobooks, testing his culinary skills, and  travelling. Matthew and his wife have a young son.