BTH Corporate Counsel
Practice Selected Matters About Contact
+1 437 426 1812 Brian@bthlaw.ca

Corporate & transactional counsel — Toronto · Sint Maarten

The signature is the easy part. The structure is the work.

I build the framework a transaction actually lives inside — the financing tranches, the share transfer, the licence, the governance, the regulatory path that lets all of it stand up. Then I get it signed.

Practising since
2009
Jurisdictions
Ontario, Canada · Sint Maarten
Direct line
+1 437 426 1812
Line drawing of a masonry arch with its keystone picked out
The keystone. Last piece set, and the one the whole arch stands on.

Practice

Six things people
usually come to me for.

Most engagements are one of these, or a combination of them that hasn't been tried before. If your situation isn't on the list it's still worth a call — a fair amount of this work started as something nobody had a name for yet.

Financings & debt structuring

Multi-tranche equity raises, operating lines of credit, secured bridge facilities, security packages and pledges, and draw conditions tied to milestones rather than dates.

  • Credit facilities
  • Bridge loans
  • Equity tranches
  • Security

Acquisitions & share transactions

Share purchase offers, equity transitions between founders, funds and governments, royalty structures, deferred and contingent consideration, and minority-interest protection.

  • SPAs
  • Royalties
  • Deferred consideration

Regulatory & legislative strategy

Work on the rules themselves: licensing regimes, ordinance drafting, engagement with ministries and regulators, and the compliance framework a business has to run on afterwards.

  • Licensing
  • Ordinance drafting
  • Government engagement

Corporate formation & governance

Incorporation across jurisdictions, amendments to statutory articles, board and shareholder architecture, ultimate-beneficial-owner disclosure, source-of-funds verification, notary process.

  • Incorporation
  • Articles
  • UBO & AML

Technology & intellectual property

Acquiring, registering and licensing IP internationally; software and e-commerce commercial terms; the agreements that sit underneath a platform business rather than beside it.

  • IP licensing
  • Software terms
  • E-commerce

First Nations, tribal & sovereign matters

Counsel to Indigenous and tribal leadership and their enterprises on joint ventures, minority-interest protection and corporate safeguards — and to the counterparties who work with them.

  • Joint ventures
  • Minority protections
  • Enterprise structuring

Read the practice in full →

Selected matters

A record, not
a list of adjectives.

Figures are in US dollars and describe the transaction, not a fee. Client and counterparty names are withheld unless the matter is already public record.

USD$12,000,000

Equity and debt financing package

A multi-tranche framework in which each release of capital was conditioned on a defined legislative milestone, so funding and regulatory progress advanced together instead of each waiting on the other. Structured and negotiated end to end.

Sint Maarten

USD$5,500,000

Share purchase offer

Transition of an equity position from a tribal government to an international investment group, built around a 15% branded-product royalty and a structured schedule of deferred annual consideration.

Cross-border

USD$5,000,000

Corporate operating line of credit

A commercial lending facility formulated and negotiated with the lender, sized against a working-capital cycle rather than a single draw.

Sint Maarten

USD$1,000,000

First-ranking secured bridge loan

Short-term facility secured by equity pledges and ranked ahead of existing positions, documented to survive the permanent financing that followed it.

Sint Maarten

NationalCannabis Ordinance

Legislative and regulatory framework

Pioneered and managed the regulatory and legislative process behind a national cannabis ordinance, aligning the government's strategic objectives with a defined set of exclusive commercial rights.

Sint Maarten

GovernanceCorporate restructuring

Articles, UBO disclosure and source-of-funds

Amendments to statutory articles of incorporation carried through local notary process, with full ultimate-beneficial-owner disclosure and source-of-funds verification.

Sint Maarten

Matters are described in general terms. Nothing above is a prediction or guarantee about any future engagement — every transaction turns on its own facts.

Most deals don't fail at the negotiating table. They fail eighteen months later, on a clause nobody read twice.

On why the drafting is the job

How this works

No mystery about
what happens next.

Hiring a lawyer is easier to commit to when you already know how it will go and what it will cost. So here it is, before you call.

Step 01

A first call, at no charge

Thirty minutes. Tell me what you're trying to build and what's standing in the way. If I'm not the right person for it, I'll say so on that call and point you toward someone who is.

Step 02

A written scope before anything starts

You get a plain-English outline of the work, what it will cost, and what I need from you to do it. You approve it before I begin. Nothing on an invoice should ever be a surprise.

Step 03

You deal with me

Not an associate you've never met, not a rotating team, not a file that quietly gets handed down. The person on the first call is the person drafting the documents.

Step 04

Documents you can actually read

Agreements written so the people signing them understand what they're signing. If a clause needs three lawyers in a room to interpret it, it isn't finished yet.

Where the work happens

Two desks,
one file.

Cross-border transactions usually go wrong in the gaps between advisers — the place where each side assumes the other has it. Keeping both ends of a deal on one desk is generally the point.

Ontario, Canada

Toronto

Called to the Bar of Ontario and licensed by the Law Society of Ontario, with approved principal status — the authority to supervise lawyers in training. More than fifteen years advising owners, operators, lenders and investors in regulated industries from Toronto, most of it international from the first meeting.

  • Corporate and commercial advisory
  • Financing and acquisition work
  • Regulated-industry counsel
  • Counsel to Indigenous and tribal leadership

Dutch Caribbean

Sint Maarten

Resident legal and financial lead for ventures operating under Sint Maarten law, working alongside local notaries, regulators and government. These are corporate, advisory and in-house roles rather than Sint Maarten bar admission — local counsel is engaged where local counsel is required.

  • Company formation and restructuring
  • Financing and lender negotiation
  • Regulatory and legislative process
  • Notary, UBO and source-of-funds compliance
Brian Hall, corporate counsel, photographed in a Toronto boardroom

About

The short version.

I went to law school to do transactions, not trials. Nearly two decades later that hasn't changed. Since 2009 the work has meant land-based and online gaming operators, technology and e-commerce companies, private-equity buyers, institutional lenders, pension and retirement funds, and the leadership of First Nations and tribal governments.

Since 2023 I've also been on the other side of the table — co-founder, director and legal architect of a Sint Maarten venture, and finance and legal lead for an international software company. It changed how I draft. Agreements are easier to negotiate when the person writing them has had to live inside one afterwards.

The practice is deliberately small. That is not modesty about capacity; it's how the work stays good.

Called Ontario, Canada Law Society of Ontario · Approved Principal (supervision authority)
Law Juris Doctor (J.D.) Osgoode Hall Law School, York University
Undergraduate Bachelor of Arts Western University, 1998–2002
Sectors Gaming & gambling · Cannabis and regulated products · Software & e-commerce · Indigenous and tribal enterprise

Full background →

Have something you're trying to build?

The first call is thirty minutes, costs nothing, and ends with a straight answer about whether I'm the right person for it.

Start a conversation +1 437 426 1812