Elisabeth S. Preston Partner Ottawa Tel : 613.232.7171 Ext. 196 Fax : 613.231.3191 Email : elisabeth.preston@mcmillan.ca VCard :

Professional Activities

Elisabeth S. Preston, BA, MPA, LL.B, is a partner in McMillan's Ottawa, Ontario office.

Elisabeth serves on the McMillan Board of Partners, the firm's Professional Services Committee and the firm's Audit Committee. Elisabeth is Vice-Chair of the Aerospace and Defence committee of the American Bar Association, International Section.

Elisabeth's practice has a significant emphasis on the Defence and Aerospace marketplace, and other industries with sizeable government programs or highly regulated operations. She advises major Canadian and international manufacturing product and services companies in areas such as mergers and acquisitions, procurement law, anti-corruption, industrial security, export control and controlled goods, channel partner arrangements, licensing and other commercial transactions. In addition, Elisabeth has over 20 years of experience advising companies in the aerospace and homeland security marketplaces in areas relating to cross border marketing initiatives, strategic relationships and financing initiatives to fund growth. As a lawyer, and previously as a business executive, she has assisted companies to set up and shut down (or acquire existing) manufacturing and other operations in United States, Europe, Australia, India and Latin and South America.

Elisabeth often acts as general counsel to her clients, counsel on sensitive employment issues and acts as business counsel on the executive management teams of many of her clients. She works to ensure clients have strong corporate governance and provides sage advice in times of crisis, including when faced with insolvency events and related restructuring. With her international clientele, Elisabeth has connections with many international counsel, working with them on behalf of her clients in furtherance of their international business initiatives.

Elisabeth's practice also includes advising public companies listed on the TSX or the TSX Venture Exchange, as well as companies preparing to become listed in the future or those institutions wishing to invest in these types of companies. She has taken companies public by way of reverse take-over and through the Capital Pool Corporation program and she offers her clients deep knowledge of the investment banking community and investor relations generally. In addition to her transactional work, Elisabeth provides public companies with investor relations guidance and continuous disclosure services.

A dual citizen of Canada and the United States, Elisabeth has had a successful business career encompassing executive management positions at several different companies in Canada and the United States. Elisabeth is Chief Legal Officer for major international counter-terrorism product and services provider, Allen-Vanguard Corporation. She was General Counsel and Corporate Secretary for Ottawa-based IT services provider InBusiness Solutions Inc. (TSX:BIZ), General Counsel and Corporate Secretary for ExelTech Aerospace Inc. (TSXV:XLT) and was responsible for sales, marketing and corporate affairs at CML Technologies, Inc., a telecommunications company specializing in 9-1-1 and other emergency communications systems, headquartered in Canada with operations in the US. Elisabeth sits on many boards of directors including Solacom Technologies (9-1-1 product company operating primarily in the U.S.), The Canadian Tulip Festival (responsible for $50 million in Ottawa tourism per year), Bell and Howell Canada (consumer electronics company), The Brown Shoe Company of Canada (multinational with headquarters in St. Louis), Gaming Ottawa (on-line gaming not-for-profit), iPolitics Inc. (on-line news focussed on the government sector) and the CleanTech Angel Network (targeting the clean technologies sector). She is also a long-standing member of the University of Pennsylvania secondary school committee interviewing outstanding applicants for ivy league education.

Special Recognition

Memberships

• Law Society of Upper Canada
• Canadian Bar Association (CBA)
• American Bar Association (ABA)
• County of Carleton Law Association
• Canadian Corporate Counsel Association
• Canadian Corporate Secretary Association
• Canada's Venture Capital & Private Equity Association
• National Association of Corporate Directors (U.S.)
• Association of Corporate Counsel (U.S.)
• Canadian Association of Defense and Security Industries
• Ottawa Centre for Research and Innovation – Invest Ottawa

Transactional Work: 

Ms. Preston's transactional work illustrates the breadth of capabilities she brings to corporate clients. Among numerous other transactions she has served as lead or team counsel handling strategy, negotiation, documentation and regulatory issues on the following:

• Going-public transaction of inBusiness Solutions Inc. by way of reverse take-over of a Capital Pool Corporation (CPC).
• Going-public transaction of Exeltech Aerospace Inc. by way of reverse take-over of a Capital Pool Corporation (CPC).
• Going-public transaction of Vanguard Response Systems Inc. (now Allen-Vanguard Corporation by way of reverse take-over of a Capital Pool Corporation (CPC): the first going-public transaction as a Capital Pool Corporation (CPC) resulting in a direct listing on the TSX rather than an initial listing on the TSX Venture Exchange.
• Numerous private placements involving various combinations of units, common shares, warrants, special warrants and convertible debentures.

o For example, $625 million financing of Allen-Vanguard's acquisition of Med-Eng Systems Inc. through public offerings and private placements and subordinated debt instruments.

o For example, $27 million financing of counter-terrorism company: Private placement of 5,000,000 units of Vanguard Response Systems Inc. issued at a price of $3.00 per unit. Each unit consisted of one common share and one-half of one warrant, with each whole warrant entitling the holder to purchase one common share at a price of $4.00 per share for a period of eighteen months from the closing date. In connection with the Private Placement, the Agents were granted agent's options to subscribe for 7% of the aggregate number of units sold pursuant to the offering with an exercise price of $3.00 per unit for a period of eighteen months from the closing date. In addition, the Agents also were granted an overallotment option of up to 2,333,333 units which was exercised to increase the size of the offering by approximately $7 million.

o For example, numerous bought deals in amounts of 10 million to 30 million for a range of companies.

• Significant share and asset acquisitions financed through various combinations of cash, contingent payments, vendor loans and common shares.

o For example, acquisition of Med-Eng Systems Inc. for $625 million

o For example, acquisition of PW Allen Holdings Ltd. for $45 million

o For example, acquisition of Hazard Management Solutions for $30 million

o For example, acquisition of EOD Performance for $18 million

o For example, acquisition of Vanguard Response Systems for $12 million

o For example, acquisition of part ownership of iconic Canadian pastry company

o For example, numerous acquisitions ranging between $1 million and $5 million (in these cases Elisabeth often negotiates commercial terms for her clients.)  

• Significant divestitures and restructurings.

o For example, Allen-Vanguard's complex privatization (through a CCAA process) resulting in its acquisition by a Philadelphia-based private equity firm.

o For example, Elisabeth acts as a broker for divestitures or acquisitions by way of auction.

• Strategic relationships that are transformative of existing businesses

o For example, an alliance with Giuliani Partners LLC, headed by former Mayor of New York City, Mr. Rudolph W. Giuliani, which was entered into as a joint effort to accelerate North America's readiness and response capability against incidents involving chemical, biological, radiological, nuclear or explosive (CBRNE) devices or materials. Giuliani Partners became strategic advisors and invested in the client in the form of a convertible debenture.

• Comprehensive transaction management services

o Transaction advisor to public and private companies growing through acquisition and wishing to finance growth.

Commercial and Corporate Work: 

Ms. Preston's Commercial Work includes advice on public procurement law, a wide variety of international and domestic contract work, including licensing transactions, services transactions and strategic partnerships amongst other everyday commercial work. Examples are:

• Review and Strategic Input into major Government proposals and contracts with Department of Defense, RCMP, CSIS, DRDC, Privy Council Office, Transport Canada, PWGSC, HRDC, Communications Canada, Elections Canada, Department of Foreign Affairs, Health Canada, Treasury Board.
• Working with special U.S. counsel where necessary, review and strategic input into proposals, contracts and protests relating to U.S. federal, state and local government procurement. Further advice to Canadian companies who must navigate the U.S. FARs and DFARs and related procurement regulations.
• Advice and consulting services on Industrial Security, Controlled Goods, Foreign Corruption Avoidance rules and best practices as well as due diligence on foreign associates with respect to corruption risk.
• Design of channel partner programs including agents, distributor, dealer, representations, joint venture or other commercial relationships in furtherance of international business.
• Liaison for companies wishing to connect with consular services of foreign governments in Ottawa or Canadian consular resources abroad.
• A variety of licensing deals with licensees ranging from the Royal Canadian Mounted Police (involving counter-terrorism products) to the Bank of Montreal (involving Internet business centres).
• Employment counsel ranging from review and drafting of employment agreements to the auditing or initial development of complex human resources policies and procedures for use as best-practices for large organizations.
• Dispute resolution counsel offering clients strategic advice and real-time management of process.

Elisabeth has written papers on, as well as moderated panels or spoken on, a variety of topics related to business and securities law, including insider trading, corporate governance, M&A strategy, working with non-legal service providers and cross-border employment issues, telecommunications policy and current issues in mergers and acquisitions and corporate finance. In both 2006 and 2003 she served as a member of the Canadian Corporate Counsel Association (CCCA) Spring Conference organizing committee and she has spoken at the CCCA Spring Conference for the past 5 years, including in 2009 as a opening plenary speaker.

Recent and Upcoming Presentations

Elisabeth routinely conducts training courses for her clients on industrial security and the handling of restricted materials, export control and controlled goods, the handling of ITAR (International Traffic in Arms Regulation) in Canada and abroad, avoidance of foreign corruption, corporate ethics, public procurement and other related issues. In addition she works with companies in highly regulated industries to set up and maintain human resource contracting systems and related HR policies and manuals in support of their businesses, especially growing businesses, businesses that are integrating acquisitions or being acquired and international businesses. Other recent and upcoming presentations at conferences include:

June 2012 Issues in military procurement Federated Press - Public Procurement, Toronto

May 2012 employment contract amendments – a landmine for employers employment and labour bulletin

May 2012 Doing it Right - How to Comply with Canadian, American and UK Anti-Corruption Legislation Ottawa Association of Corporate Counsel

April 2012 Cyber security ABA Spring Conference, New York