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Brian Hall

Corporate & transactional counsel · Toronto & Sint Maarten

Two decades spent on the building side of the practice rather than the fighting side — and, more recently, on the client side of the table as well.

Brian Hall, corporate counsel, photographed in a Toronto boardroom

I went to law school to do transactions, not trials. Nearly two decades later that hasn't changed.

The work has always been commercial and it has almost always been international. Between 2009 and 2023 that meant advising land-based and online gaming operators across several jurisdictions at once, where a compliance failure in one market can put a licence at risk in another. It meant negotiating with private-equity groups, local management teams, regional banking executives and a national retirement fund — parties whose mandates rarely align on the first pass. And it meant acting as counsel to First Nations and tribal leadership on joint ventures and minority-interest protection, work that requires holding two ideas at once: the client is a commercial party, and the client is also a government answerable to a community.

Since 2023 I've been building rather than only advising. As co-founder, director and legal architect of a Sint Maarten venture I structured a USD $12,000,000 equity and debt package tied to legislative milestones, negotiated the lending facilities beneath it, and led the regulatory process behind a national cannabis ordinance from first draft to enactment. In parallel I run finance and legal for an international software and e-commerce company — formation, IP acquisition and global licensing, budgets and cash-flow protocols.

Sitting on the client side changed how I draft. When you have had to operate a company under an agreement you wrote, you stop producing documents that are technically excellent and practically unusable. You write the reporting covenant you can actually satisfy every quarter. You define the milestone in terms someone can measure without a meeting. You keep the sentence short enough that the person signing it can hold the whole thing in their head.

The practice is deliberately small. That's not modesty about capacity — it's the only way I know to keep a file with the person who understands it from the first call to the last signature.

Called Ontario, Canada Admitted to the Ontario Bar · Law Society of Ontario
Standing Approved Principal Supervision authority, Law Society of Ontario
Law Juris Doctor (J.D.) Osgoode Hall Law School, York University
Undergraduate Bachelor of Arts Western University, 1998–2002
Practising since 2009
Sectors Gaming and gambling · Cannabis and regulated products · Software and e-commerce · Indigenous and tribal enterprise · Private equity and institutional lending

A contract is a description of the future. Most of them are written by people who have never had to live in it.

On drafting

Positions

Where the
time has gone

Roles held, in reverse order. Two of them are current — which is deliberate, and the reason the advisory practice stays small.

2023 – presentNative Nations SXM N.V.

Co-founder, Director & Legal Architect

Corporate and transactional architecture, financing and debt structuring, the legislative and regulatory process behind a national ordinance, and the governance work underneath all of it — articles, notary compliance, UBO disclosure and source-of-funds verification.

Sint Maarten
& international

2023 – presentTritech Development B.V.

Finance & Legal Department Lead

Complete legal and financial setup of an international software and e-commerce enterprise: acquisition, registration and global licensing of core IP and custom business tools; company budgets, cash-flow management protocols and multi-jurisdictional transaction models.

Sint Maarten
& international

2009 – 2023Gaming & corporate advisory

Executive Corporate Lawyer & Advisor

Legal and operational advisory to land-based and online gaming properties internationally; negotiation with private-equity groups, management teams and institutional stakeholders; strategic counsel to First Nations and tribal leadership on joint ventures, minority-interest protection and corporate safeguards.

Toronto, ON
& international

Working style

Three things worth
knowing in advance

Not everyone wants to work this way, and it's better to find that out at the start than at the closing.

Candour

I'll tell you when the answer is no

If a structure won't hold, or a deal is worse than it looks, you'll hear it early and plainly. That's most of what you're paying for. Agreement is cheap; a candid second opinion is not.

Commercial

Commercial before clever

There's usually an elegant legal answer and a workable commercial one. When they diverge I'll show you both and recommend the one that gets the business where it's trying to go.

Continuity

The file stays with me

Small practice, small caseload, by design. You get continuity from the first call to the last signature, and you never have to re-explain your business to someone new.

Worth a conversation?

Thirty minutes, no charge, and a straight answer at the end of it about whether this is a fit.

Start a conversation +1 437 426 1812