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Gary S.A. Solway

Partner

Partner | Email

T: 416.777.6555

Email

Toronto

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Solway Gary
 
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T: 416.777.6555


Email

Toronto

Download vCard
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  • Education
  • Bar Admissions
  • Select Experience
  • Recent Recognition
  • Insights, News & Events
  • Related Services
  • Select Experience
  • Recent Recognition
  • Insights, News & Events
  • Related Services

Gary Solway is Managing Partner of the Technology, Media & Entertainment Group and is a member of the firm's Corporate Governance & Director Protection Practice Group. His practice focuses on all aspects of corporate/commercial, corporate governance, special committee and securities work, primarily for clients in the technology, media and entertainment fields. Gary also acts for both U.S. and Canadian private equity and venture capital investors and for foreign buyers acquiring Canadian businesses.

He advises clients on mergers and acquisitions, private and public financings, governance, shareholder arrangements, executive/employee compensation arrangements, director protection (including indemnities and D&O insurance), licensing and distribution agreements, international corporate structurings, corporate reorganizations, and private equity/venture capital fund formation. His clients range from technology startups to large TSX public companies. He regularly acts for independent/special committees of directors in connection with merger and acquisition transactions.

His corporate governance practice includes advising directors on issues involving risk identification, assessment and response, with a focus on cyber security issues.

Gary has been repeatedly recognized as a leading lawyer in corporate law, securities law, technology law and/or private equity law by Best Lawyers in Canada, the Canadian Lexpert Directory, the Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada, and the Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in Canada. Gary was also recognized in Lexpert's 2006 Guide to the 100 Most Creative Lawyers in Canada as one of the Top 40 Corporate Lawyers in Canada to Watch.

Gary is one of three co-lead authors of Directors' Duties in Canada, 7th Edition (2021), published by LexisNexis. He developed and is the lead instructor of the Council of Canadian Innovators' Level 3 Innovation Governance Program for directors.  He also lectures on governance in the CVCA's Private Capital Governance Program. He is the author of numerous published articles on a wide variety of corporate law topics and he lectures frequently on topics related to the financing and sale of technology businesses.  

Gary has been active as a director or officer of the CVCA, Canada's venture capital and private equity association since 2001. Gary is currently Secretary of the CVCA and Chair of the CVCA's Model Documents Committee. The Committee has created model documents for use in venture capital and private equity transactions which are available on the CVCA website. The Committee has recently annotated certain ILPA fund formation documents which are also available on the CVCA website.

Education

Queen's University, BComm, 1981 University of Toronto, LLB, 1983 

Bar Admissions

Ontario, 1985

Select Experience

Blue Ant Media in its go-public transaction by way of reverse takeover of Boat Rocker Media
Klick Health in the spin out and financing of Sensei Labs division and its acquisition of Peregrine Market Access
Book4Time in its US$150-million sale to Agilysys
CrowdCare Corporation dba Wysdom.AI in its sale to Calabrio, a portfolio company of Thoma Bravo
Clearpath Robotics, a leader in autonomous robotics, in its sale to Rockwell Automation
Connected Lab in its acquisition by Thoughtworks 
ecobee in the US$770-million acquisition by Generac Holdings Inc. of all of ecobee Inc.'s outstanding securities by way of a plan of arrangement under the Canada Business Corporations Act
TELUS in numerous private, technology-focused, M&A acquisitions throughout Canada and the United States
Blue Ant Media in its acquisition of numerous specialty television assets, other M&A matters, credit facilities and convertible debt financings, shareholder financings and arrangements, employment matters, and intellectual property matters
ecobee in its $127-million Series C financing that included foreign-based venture capital investors, and related matters, its M&A acquisitions, and convertible note financings
Clearpath Robotics in numerous matters, including financings that included Canadian and U.S.-based venture capital investors, and its credit facility with Silicon Valley Bank
Daisy Intelligence in various financings and related matters, including its Class A round and its credit facility with Scotiabank
Nuralogix in its formation, acquisition of intellectual property assets, and various financings.  
Book4Time in M&A financing and licensing matters, including its acquisition by a U.S. private equity firm
Opus One Energy Solutions in M&A and financings, including its acquisition by GE Digital
Board of Directors of Sears Canada in Sears' CCAA proceedings, one of the largest court-supervised liquidations in Canadian history
Klick Health in connection with various matters including the spin out and financing of Sensei Labs division
Sino-Forest, in all Canadian matters relating to or resulting from fraud allegations made against it after June 2011
Canadian Venture Capital Association, as a former Director, current Secretary and Chair of the Model Documents Committee, and in numerous legal matters, including negotiating the exemption of venture capital and private equity firms from the Canadian registration regime
RuggedCom, in its defence of an unsolicited take-over bid by Belden and subsequent supported acquisition by Siemens by way of takeover bid for approximately $440 million
Alliance Atlantis Communications (Board and Special Committee), in the $2.3 billion sale of the company by way of plan of arrangement to Canwest, Goldman Sachs Capital Partners and EdgeStone Capital Partners
Alliance Atlantis Communications, in the sale of Movie Distribution Income Fund's 49 percent indirect interest in Motion Picture Distribution LP
Alliance Atlantis Communications, in the initial public offering of Atlantis Communications; the combination with Alliance Communications to form Alliance Atlantis Communications; the $156 million initial public offering of trust units for Movie Distribution Income Fund; a $138 million cross-border equity offering in Canada and the US; a $150 million PIPE provided by a German investor; the $75 million acquisition of TSX-listed Salter Street Films; the US$205 million high yield bond financing; and other governance, corporate and securities matters
Can Art Aluminium, in its acquisition by TorQuest Equity Partners and its joint venture with Constellium
Board of Directors of AlarmForce Industries, in its $184-million acquisition by BCE
Sym-Tech, in its acquisition by Amynta
Telax Voice Solutions, in its acquisition by Intermedia.Net Technologies
Clipwire Games, in its strategic relationship with AppLovin
Premise LED, in its sale to a strategic acquiror
Venture capital firm, Round 13 Capital, in connection with numerous investments
Connected Lab, in an investment by a venture capital firm and its sale to a strategic acquiror
Sale of a medical clinic to a strategic acquiror
Flo Partners, in its sale to strategic U.S. acquiror
A major U.S. investor in North (formerly Thalmic Labs), in a convertible note financing and M&A matters
Well.ca, a venture-backed private online merchant, in its acquisition by McKesson
Various venture capital investors in the sale of venture-backed Rubikloud
Unata, a venture-backed private software company, in its acquisition by Instacart
Whitecap, on its investment in and disposition of its interest in Clearwater Clinical and Irystec
OrderDynamics, in connection with its sale, and related matters
OMERS Ventures, in its investment in Accerta Analytics
Destiny Solutions, in its sale to private equity firm Riverside Partners
Certain venture capital investors in a financing of Scribblelive
Accelerator One Eleven, in its reorganization
iMD Health, in financing and M&A matters
A not-for-profit association in director election issues and governance matters
A school board in a cyber security breach matter
Leaders Fund, in investments in Influitive, 360incentives, TopHatMonocle and Crowdriff
Round13, in a number of its investments
Sightline Innovations, in financing matters
An investor in a convertible note financing of Q4 Inc.
An Ontario trust company in cyber security and privacy advice
A Canadian bank in cyber security governance advice
Orderit.ca, in its acquisition by JUST EAT Canada
Esna Technologies, a private software company, in its acquisition by Avaya
Surfeasy, a venture-backed private software company, in its acquisition by Opera Software
Point72 Ventures, as Canadian counsel in its investment in Flybits
Cognos, in securities laws matters, director and officer indemnity and insurance program, M&A matters, corporate governance, and other corporate matters
VenGrowth Management, on the sale of the VenGrowth Funds to Covington
Bessemer Venture Partners, as Canadian counsel, in its venture investment in Shopify
QuIC Financial Technologies, a venture-backed private software company, in its acquisition by Markit Group
Cimtek, a venture-backed private engineering services firm, in its acquisition by US-based Circuit Check
RuggedCom, in its $46-million initial public offering, M&A matters (including its acquisition of an Israeli wireless networks company), governance matters and general corporate and securities matters
BlackBerry Partners Fund Limited Partners (including Royal Bank of Canada, Thomson Reuters and Research In Motion), in the formation of Fund I and Fund II
Canadian Football League, in numerous franchise transactions and Grey Cup and other licensing matters
PSE Sports & Entertainment LP (Jim Balsillie), in its attempt to acquire the Phoenix Coyotes and Pittsburgh Penguins
DALSA, in advising DALSA senior management on the acquisition by Teledyne
Somerset Entertainment Income Fund (Special Committee), in the friendly takeover bid by Fluid Music Canada
Burntsand (Board and Special Committee), in the friendly takeover bid by Open Text
Public Storage Canadian Properties (Special Committee), in the initially hostile takeover bid by the controlling unitholder
SMART Technologies, in its $600 million cross-border initial public offering
Skymeter, in various startup and angel financings and shareholder arrangements
SkyPower Wind Energy Fund LP, in the sale of its Terrawinds wind energy project near Riviere-du-Loup, Quebec and related assets for approximately $300 million
Globalive (WIND Mobile), in distribution agreements
SkyPower, in the acquisition of a minority stake by HSH Nordbank AG
Triversity, a venture-backed private software company, in its acquisition by SAP
DWL, a venture-backed private software company, in its acquisition by IBM
Formation of private equity/venture capital funds for Priveq, Ventures West, VenGrowth, McLean Watson and others
Husky Injection Molding Systems, in securities matters, loan facilities and corporate governance
Workbrain, in its initial public offering
Critical Path, in its acquisition of DocSpace in an exchangeable share transaction
Synacor, Inc., in its acquisition of Carbyn

Recent Recognition

The Legal 500 Canada
Recommended, Technology
Canadian Legal Lexpert Directory
Consistently Recommended, Corporate Commercial Law; Corporate Mid-Market; Technology Transactions
Repeatedly Recommended, Corporate Finance & Securities; Private Equity
Best Lawyers in Canada
Recognized for Corporate Law and Technology Law
Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in Canada
Recognized as a leading lawyer in the area of Technology Transactions
Lexpert Special Edition—Canada's Leading Finance and M&A Lawyers
Recognized as a leading Finance and M&A lawyer
Lexpert Special Edition on Technology and Health
Recognized as one of Canada's leading lawyers in Technology and Health
LexisNexis Martindale-Hubbell
BV Distinguished Peer Review Rating

Insights, News & Events

Client Work

Blue Ant Media Announces Go-Public Transaction By Way of Reverse Takeover of Boat Rocker Media

March 27, 2025
       

Guides

Incorporation Forum Shopping in Canada: Considerations for Canadian Tech Startups

February 27, 2025
       

Announcements

Twenty-Seven Bennett Jones Lawyers Ranked in Lexpert's Special Edition on Finance and M&A

April 18, 2024
       

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Technology, Media & Entertainment
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