Robb McNaughton

Robb McNaughton  


Executive Summary

​Robb McNaughton is a partner in our Securities and Capital Markets Group in Calgary. Robb specializes in M&A and transactional work that includes asset and share purchases, REITs, amalgamations, plans of arrangements, take-over and issuer bids, reverse take-overs, changes of business, related party transactions, dual listings, corporate and limited partnership structuring, share splits, and consolidations.

Robb has advised on more than 60 private placements for private and public corporations, both domestic and international. He has also advised on more than 50 long-form, short-form, capital pool company, shelf, MJDS, bought deal, agency, and underwritten prospectus offerings. Robb is a national leader in public listings, including via capital pool companies and is a member of the TSX Venture Exchange Local Advisory Committee (Alberta).

His expertise encompasses proxy battles, shareholder and board disputes, corporate restructuring and insolvency, corporate governance and disclosure, insider and control person reporting, proxy solicitation, start-ups, sponsorships, registrations, inactive issuer reactivations, suspensions and reinstatements, and shareholder meeting and communication requirements.

In addition to practising law, Robb's professional experience includes working as the Vice President of Strategy and Corporate Operations at a TSX-listed financial services company and as part of the executive management team of a large private company in Japan.

Robb has sat on multiple public and private boards of directors and advisory boards, that include real estate, industrial, mining, oil and gas, blockchain and gaming issuers.

Representative Work

  • Advising a Swiss bank on the structuring and implementation of an opportunistic real estate fund.
  • Advising on the dual listing of an Australian mining listed corporation on the TSX Venture Exchange.
  • Advising on the three cornered amalgamation of a gold streaming company with a capital pool company as its public listing and qualifying transaction.
  • Advising on the prospectus offering and listing of a Hong Kong Company with resource assets in Mali.​​
  • ​Representing a BC hedge fund in a successful dissident proxy battle that defeated an entrenched management team.
  • Representing the dissident team in a successful proxy battle that replaced the incumbent board.
  • Representing management in a successful proxy battle that defended the existing management team.
  • Designing and structuring oil and gas product for the New York office of a leading global investment bank.
  • Advising on the share exchange, financing and listing of an infrastructure group that operates across Canada.
  • Advising on the $125 million long form prospectus offering of subscription receipts to acquire oil assets in Saskatchewan.
  • Advising on the management buy-out of a Canadian based retailer for $89 million.
  • Advising on the prospectus rights offering of an energy company with a market capitalization of $115 million.
  • Advising on the $5 million subscription receipt financing and listing of an oil and gas play with properties in Jamaica and Guyana.
  • Working with a transaction team on a $45 million merger and reorganization of periodical wholesalers.
  • Advising on the three cornered amalgamation and $25 million subscription receipt offering of a mining play with properties in Serbia.
  • Drafting documents for a tax-driven reorganization of a uniform provider with $2 billion dollars in revenues.
  • Drafting the investment policy statement, authorization guidelines and unanimous shareholders agreement for a large private financial services corporation.

Publications & Presentations


  • Presenter, "Market View of Opportunities in the Emerging E&P Cycle," CGEF (Canadian Global Exploration Forum) Conference at the Global Petroleum Show, June 2018.
  • Quoted, "REITs get a new route to market," Listed, October 4, 2017.
  • Interviewed, "Inside Canada's newest capital pool company," Wealth Professional, August 18, 2017.
  • Quoted, "Trusts enter the world of capital pool companies to offer tax, time and cost advantages," The Financial Post, August 16, 2017.
  • Speaker and Conference Organizer of the Ivey Venture Forum
  • Panelist, "Capital Strategies in a Low Price Environment," CGEF (Canadian Global Exploration Forum) Conference at the Global Petroleum Show, Fall 2016.