About Allen McDonald Swartz LLP

Allen McDonald Swartz LLP is a Toronto business law firm whose work centres on corporate law, securities law and capital markets deals. Its clients run from founders and wealthy individuals to family-owned companies, private and public corporations, and charities and other not-for-profits.

Jennifer Allen and Jillian Swartz both helped form the firm in 2015. Jennifer Allen had practised in Bay Street firms since starting there as a summer student in 2000, and Jillian Swartz, who began as a summer student at Blake, Cassels & Graydon LLP in 1992, was a partner at that firm before the move. Every lawyer at AMS trained and spent years at national Canadian firms, so clients get senior people on their matters without footing the bill for training inexperienced ones.

The partners' experience reaches past private practice. W. Fraser McDonald spent twelve months as General Counsel of an investment corporation listed on the Toronto Stock Exchange and another twelve on secondment to the staff of the Ontario Securities Commission. Brad Elberg has served as Chief Operating Officer, General Counsel and Corporate Secretary of an independent investment dealer. Henry Bertossi, whose more than 30 years of work spans acquisitions, reorganizations and joint ventures, speaks English and Italian.

The firm works out of Suite 5600, 100 King Street West. Its low overhead lets it offer flexible billing arrangements shaped around what each client needs.

Practice areas

Mergers and acquisitions

AMS partners have guided public and private deals from small transactions up to ones worth billions of dollars. When a deal calls for it, the firm also handles notification and review under the Competition Act and the Investment Canada Act.

Capital markets and securities

The partners have represented Canadian and foreign issuers and underwriters on domestic and cross-border public offerings and private placements, for issuers ranging from large multinationals to grassroots mineral explorers. The firm uses the Multi-Jurisdictional Disclosure System for Canadian issuers reaching U.S. markets and has helped clients list or raise money on foreign exchanges including the NYSE, NASDAQ and the Hong Kong Stock Exchange.

Corporate governance and board advisory

AMS advises boards of public, private and not-for-profit organizations as shareholders and regulators look ever more closely at how they operate. Its lawyers regularly counsel special and independent committees, including on related party transactions.

Shareholder activism

The partners work on both sides of activism: for dissident shareholders running campaigns and for corporations responding to them. Contacts in media relations and proxy solicitation let the firm help coordinate campaigns that need more than legal advice.

Banking and debt finance

AMS structures and documents domestic and cross-border debt financings for borrowers and lenders alike. Its lawyers have acted for Canadian and foreign financial institutions, investment dealers, private equity and investment funds, and corporate borrowers.

Private equity and venture capital

Beyond structuring investments, the partners can put clients in touch with possible private equity backers. The firm also takes on fund formation, from setting up the governance structure to negotiating investor rights and management compensation.

Charities and not-for-profits

The firm regularly advises charities and not-for-profits, among them government and quasi-government bodies, cultural and healthcare institutions, educational bodies and trade associations. Its partners volunteer in the sector themselves, and the firm encourages its team to take up worthwhile causes.

Technology

AMS has worked with technology companies since before the dotcom crash and helps them at every stage, from formation and financing to exit. It also counsels businesses launching new apps on end user licence agreements, terms of service, privacy policies and anti-spam compliance.

Mining and natural resources

The firm acts for public and privately held companies across the mining cycle, from early exploration and development through operation, closure and reclamation, as well as in oil and gas and forestry.

Media, entertainment and sports

Clients in this field have included producers and broadcasters in film, television and music, along with sports leagues, their franchises, and the athletes, coaches and executives who play for and run them.

Good to know

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How Allen McDonald Swartz LLP works

AMS keeps its practice lean on purpose. Because the whole team is seasoned counsel, the costs of internal discussion and delegation stay low, and the firm pairs that experience with technology to work more efficiently. Advice comes in plain English, with complicated legal ideas turned into practical steps a client can actually act on.

The firm commits to treating clients with respect and as equals when decisions get made about their matters.

Milestones & recognition

  • Canadian Lawyer magazine has ranked AMS among Canada's Top 10 corporate boutiques four consecutive times.
  • The Globe and Mail named Allen McDonald Swartz LLP to its Canada's Best Law Firms 2023 list.
  • Henry Bertossi was listed in The Best Lawyers in Canada for Corporate Law and Mergers & Acquisitions Law from 2015 to 2022.
  • Jillian Swartz sat on Wilfrid Laurier University's Board of Governors from July 2012 to June 2021, chairing it from July 2017 to June 2019, and received the university's Distinguished Governor Award for that service.
  • Post City Magazine recognized Jillian Swartz as one of Toronto's Top Lawyers.

In the community

  • Each member of the AMS team commits to supporting charities and not-for-profits, both through donations and by giving time and expertise.
  • In September 2011 Jillian Swartz received a Lexpert Zenith Award for work with the Legal Action Within Schools (LAWS) mentoring program, which pairs lawyers with Central Technical School students who are interested in legal careers.

Affiliations & connections

This firm’s lawyers at a glance

Languages on the roster
English, Italian

The neighbourhood

The firm's office is in First Canadian Place, a commercial skyscraper on the northwest corner of King and Bay in Toronto's Financial District that's also the Bank of Montreal's global operational executive office. B+H Architects designed the tower, with Edward Durell Stone consulting, and it was finished in 1975 on a block that had once been home to two major newspapers, the Toronto Star Building and The Globe and Mail's William H. Wright Building. It's connected to the underground PATH system.

Frequently asked questions

Did Allen McDonald Swartz advise TCI Fund Management in its activist campaign at Canadian National Railway?
Allen McDonald Swartz partners Fraser McDonald, Henry Bertossi and Jillian Swartz were among TCI's legal advisers on that campaign, alongside Fasken and Schulte Roth & Zabel.
Can AMS act as outside general counsel, given its lawyers' Bay Street and in-house backgrounds?
Allen McDonald Swartz acts as outside general counsel to companies of all sizes in many industries. Its team includes lawyers who've worked at large Bay Street firms and as in-house counsel, and the goal is big-firm quality delivered with the personal attention of a small firm.
Does Allen McDonald Swartz carry out CASL audits for organizations worried about anti-spam rules?
Allen McDonald Swartz advises on compliance with Canada's anti-spam legislation, in force since 2014, helps prepare CASL policies and conducts CASL audits. Jillian Swartz has spoken on CASL enforcement, including to the Greater Cleveland International Lawyers Group in October 2015.
We're a foreign company expanding into Canada. Can the firm help structure our Canadian operations?
Several Allen McDonald Swartz partners do this work. Brad Elberg's practice also covers advising foreign enterprises on how best to set up and structure business operations in Canada, and Jillian Swartz regularly advises foreign companies expanding their businesses into Canada. Henry Bertossi's experience includes setting up and advising the Canadian operations of various Italian-based businesses.
What can Allen McDonald Swartz do if a private equity investment goes sideways?
Allen McDonald Swartz can help when an investor and management end up in a dispute, whether by negotiating, enforcing contract remedies or relying on shareholder remedies under corporate statutes such as oppression, appraisal and winding-up. Jillian Swartz also works with litigation counsel on the corporate side of shareholder disputes and has assisted with mediations and arbitrations.
Does AMS help mining issuers with National Instrument 43-101 compliance?
Yes. Advising on compliance with National Instrument 43-101 is part of Allen McDonald Swartz's mining work.
Can Allen McDonald Swartz guide a family-owned company through succession and a tax-driven reorganization?
Allen McDonald Swartz partner Jillian Swartz has worked with families, wealthy individuals and family-owned companies on succession planning, shareholder agreements and reorganizations driven by tax considerations.

Where to find them

First Canadian Place, 100 King Street West, Suite 5600, Toronto, Ontario M5X 1C9 · 416-642-2524

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