David Lewis Email & Phone Number

Toronto, Canada Area

My current practice is focused primarily on providing high quality legal advice and services utilizing my understanding of the unique business issues and concerns of the small to mid-sized company. This allows me to assist in structuring the transactions or providing advice that is tailored to the company’s specific needs. I understand the business realities and what it takes to get the deal done on both the legal and business side. I handle matters for my clients on a one-off basis as the needs arise as well as offering a virtual in-house general counsel service that can be tailored to fit any size organization.

Toronto, Ontario, Canada

Maru Group is a global market research firm with approximately 250 employees providing consulting and technology solutions to its clients to enable them to make better business decisions.

Toronto/Mississauga On

Joined Research In Motion's legal department following acquisition of Certicom. Continued to be responsible for all all legal aspects of the Certicom business as well as working with other businesses acquired by RIM.

Toronto/Mississauga On

Provided counsel on all legal-related matters including structuring and negotiating agreements, securities matters including all public company, corporate governance, board-related matters, regulatory compliance, employment issues and matters related to the company’s patent portfolio including litigation. Part of the senior executive team, providing advice and support for all areas of the business.Key Achievements• Substantially reduced the use of outside counsel by handling all licensing and contract matters in-house and directly managing all other outside counsel activities.• Directed a bought deal financing which raised over $26 million – including the legal aspects of the transaction and all due diligence matters.• Directly involved in both the business and legal negotiations for material license agreements with IBM, Motorola, Intel, NSA and General Electric.• Managed major patent litigation - brought against Sony Corp., including selection of litigation counsel, discovery, preparation for trial and settlement negotiations.• Involved in various acquisition matters including preliminary discussions, negotiations and due diligence.• Resolved numerous employment matters including negotiating and structuring senior executive employment agreements as well as sensitive/difficult terminations.• Successfully represented Certicom in several mediations on employment-related matters.• Selected outside counsel and managed the relationships with the firms.• Managed facilities portfolio including the search for a new head office in Mississauga, Ontario (called off due to RIM acquisition).• Directed all legal aspects related to the hostile and subsequently negotiated acquisition of Certicom by RIM.

Delano developed and marketed Customer Relationship Management (CRM) software that incorporated advanced analytics with interaction capabilities on a flexible and scalable technology platform. At its peak, the company had over 500 employees and was listed on both the TSE and Nasdaq. Key AchievementsManaged successful IPO of company in February, 2000 raising over $100 million.Negotiated and directed the acquisition and integration of 3 companies (2 in the U.S. and 1 in England).Negotiated several development relationships with partners in France, Germany and Denmark.Implemented Company’s off-shore corporate structure through a subsidiary in Barbados.Worked with Board of Directors to establish proper governance and manage relationships between the Board and management.As a result of the company’s restructuring, assumed responsibility for all administration functions (excluding finance), including Human Resources, Facilities and IT. With the CEO, led the negotiations and all legal aspects of the sale of the company through a cross border, exchangeable share transaction which ensured that the company did not default on any of its obligations to third parties.

Key AchievementsParticipated in the negotiation and execution of a Special Warrant financing which raised $102 million.Managed legal and strategic aspects of an attempted hostile acquisition of a public company (subsequent bid by third party made the transaction uneconomical at that time).Led the successful acquisition of three private companies (all aspects of transactions including negotiation, due diligence, preparation of agreements and closing were handled in-house) and two public companies.Managed substantial Y2K internal due diligence, risk assessment and assurance for both the company and its customers in sensitive industries i.e. hospitals, utilities and defense.Implemented a normal course issuer bid and a substantial issuer bid.

General Counsel for a public (TSE and Nasdaq) software developer which was subsequently acquired and became the independent software subsidiary of Silicon Graphics, Inc.

General Counsel and corporate secretary for a publicly traded (TSE and Nasdaq) computer software publishing company.

Associate with a Toronto boutique law firm specializing in corporate and securities law.

Legal Counsel with the Ontario Securities Commission in the Office of the General Counsel on a one-year contract which was extended, gaining experience with Corporate Finance and Enforcement.

Bachelor Of Laws (Ll.B)

Bachelor Of Arts