Michael M. Macaulay,

Michael is the Administrative Partner of the Kelowna office. He practices primarily in the areas of mergers and acquisitions, corporate finance, securities and private equity and venture capital transactions. He has extensive experience working with entrepreneurs, emerging companies and venture capital funds in the technology, digital media, clean technology and life sciences sectors, including on matters relating to company formation and structuring, financing, and commercial agreements. 

Michael’s transactional experience includes: private placements of shares, convertible debt and other convertible instruments; venture capital financings; acquisitions and dispositions of shares and business assets; plans or arrangement; take-over bids; and corporate reorganizations. 

Michael regularly advises on corporate, commercial and strategic matters, including formation and organization matters, corporate governance and founder matters, compliance with securities laws, shareholders' agreements and a wide range of commercial agreements in the innovation sector. 

• Accelerate Okanagan, Director
• Canadian Bar Association, Member

• Best Lawyers in Canada: Technology Law, 2018-2025

Venture Capital Financing Transactions:

• Acted for Vancouver-based SaaS provider on its US$7 million seed financing.
• Acted for a Canadian venture capital firm in Series D financing of a California-based marketing technology company.
• Acted for a syndicate of Canadian and U.S.-based investors in Series C financing of a Toronto-based digital media company.
• Acted for Vancouver-based SaaS provider in connection with a Series Seed financing with foreign and Canadian venture capital firms.
• Acted for Toronto-based SaaS provider in connection with a Series C financing with U.S. and foreign venture capital firms.
• Acted for a Toronto-based SaaS provider in connection with a convertible bridge note financing with existing investors.
• Acted for virtual reality gaming company in connection with convertible note financing with angel investors.
• Acted for a privately-held clean technology company with respect to a cross-border strategic investment.
• Acted for investors in the acquisition of shares of a venture capital backed technology company in a secondary offering by early investors.
• Acted for a foreign venture capital fund in its investment in a Series B financing of a Vancouver-based software as a service provider.
• Regularly act for companies in connection with seed, angel and venture- backed investment rounds.

Capital Markets Financing Transactions:

• Acted for underwriters’ syndicate in connection with the concurrent Canadian public offering and listing and public offering on the Hong Kong Stock Exchange.
• Acted for numerous issuers in brokered and non-brokered private placements for both public and private companies.
• Acted for issuers and underwriters’ syndicates in various prospectus financing transactions.
• Acted for issuers in connection with IPOs and listings via reverse take-over.

M&A Transactions:

• Acted for PLAYRgg Interactive Inc., a technology platform for brands and content creators, in connection with the sale of its assets to Trufan Inc.
• Acted for Agog Labs Inc. (Agog), maker of scripting tools for the creation of artificial intelligence, gameplay, and high-level stage direction, and its founders in connection with the sale of Agog to video game and software developer Epic Games.
• Advised ZAPI  S.p.A. (ZAPI), a manufacturer of electronic speed controllers for application in electric and hybrid vehicles, in its acquisition of Delta-Q Technologies (Delta-Q), a leader in battery charging solutions for electric vehicles and industrial machines.
• Advised Guestfolio Communications Inc. (Guestfolio), a CRM marketing platform for boutique hotels, and its founders in connection with the sale of Guestfolio to Cendyn Group, LLC, a cloud-based software and services company in the travel and hospitality industry and a portfolio company of Accell-KKR.
• Acted for TSX-listed technology company with respect to the acquisition of a TSX Venture Exchange-listed SaaS and telematics provider by way of a plan of arrangement.
• Acted for a TSX-listed geomatics technology company with respect to the disposition of its avionics business unit.
• Member of team that acted for the special committee of a TSX-listed company in relation to a hostile take-over bid and eventual conclusion of a friendly transaction.
• Acted for a TSX-listed company in the spin-out and listing of its wholly-owned subsidiary.
• Represented a private equity buyer in the acquisition of a BC-based retail chain.
• Acted for both acquiring and target companies in connection with acquisitions of public and private company targets in the technology, life sciences, natural resources and consumer products industries.

Commercial Agreements and Transactions:

• Advised Postmedia Network Inc., in relation to a strategic Marketing Collaboration Agreement with Mogo Finance Technology Inc. with a minimum value of $50,000,000 over a three year period. The Agreement is the first of its kind and includes an innovative structure which aligns the interests of both companies.
• Acted for a TSX and NYSE listed royalty and streaming company in negotiating and drafting a precious metals streaming agreement valued at US$1 billion. 
• Regularly draft and negotiate various commercial agreements, including licensing agreements, software-as-a-service subscription agreements, terms of service, publishing agreements, joint development agreements, commercial sales agreements, service contracts, joint venture and strategic partnership agreements, revenue sharing and referral agreements, finder's fee agreements and investor rights agreements.