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Work Background
C. McLaughlin Legal Services CompanyLegal Counsel
Jan. 2024CanadaFractional general counsel mandates, and legal consulting contracts for clients in the financial and real estate technology sectors, and private equity and mortgage investment firms and registrants. Legal projects to address compliance and regulatory issues, and general corporate and commercial matters.
wecasaGeneral Counsel
Jul. 2022Vancouver, British Columbia, CanadaLegal resources management and senior leadership role with real estate technology start-up company – focused on bringing a unique model for vacation co-ownership to the Canadian market. Backed by proprietary technology, a model providing for facilitated property acquisitions, co-owner aggregation, turnkey wecasa branded properties, property management, and unit resale process. Role responsibilities included identification and retention of required external legal expertise, development of complex legal model and transaction documentation, and general operational and strategic legal advisor. • Transitioned existing legal resources, including selection and oversight of expert external legal counsel, facilitating go to market under real estate and not securities regulatory regime within 3-months. • Finalize complex legal model and associated transaction documentation within 4-months; providing for parallel transactions of property acquisition and sale of limited partnership units to prospective property co-owners / limited partners, and operationally providing for full property administration and management, and unit resale facilitation. • Provided other core and ancillary legal services for company over 10-month period, including advice and delivery of documents for: human resource matters such as, employment agreements, termination letters and releases, stock option notices of grant and certificates, unlimited vacation policy; insurance coverage needs evaluation and placement; credit facility and loan documentation analysis and review; privacy policy development; trademark applications review and direction; and other corporate, commercial, and operational matters. • Participated with leadership team in weekly strategic decision-making, risk analysis, and business traction review, and legal advisor for product/model options analysis and business pivot decisions.
BC Financial Services AuthorityDirector, Legal Services - Market Conduct
Aug. 2021 - Jul. 2022Vancouver, British Columbia, CanadaLegal resources management and senior leadership role with Market Conduct division of BCFSA, a newly amalgamated entity – integrating the Real Estate Council of British Columbia (RECBC) and the Office of the Superintendent of Real Estate (OSRE). Expanded regulatory mandate for market activity oversight of industry sectors including real estate, mortgage brokers, real estate development, financial institutions, and credit unions. Development initiatives including establishing Market Conduct work flows and framework alignment to multiple BCFSA divisions, and legal team redevelopment and restructuring. • Directly involved with successful recruitment and hiring of 7 lawyers and 1 paralegal over a 10-week period, establishing team of 11 lawyers and 4 paralegals; onboarding/ training plans developed and are being implemented. Great Place to Work designation results including ranking of 100% on Managerial Index. • Developed and implemented a plan for transitioning 50+ files from the Legal Services Branch of the Attorney General’s office, with consultation of AG legal counsel and BCFSA department supervisors. • Initiatives including: participation as a member of the committee tasked with providing BCFSA consultation to the Ministry of Finance regarding proposed amendments of the Mortgage Brokers Act; consultation for development and drafting of Rules under the Real Estate Services Act; participation and consultation to licensing suitability review committee; and multiple process/ policy and related template creation and amendment projects required for operations under a Superintendent decision-maker model with internal Hearing Officers.
Real Estate Council of British ColumbiaDirector of Legal Services
Nov. 2018 - Aug. 2021Vancouver, British Columbia, CanadaManagement and leadership role providing development and oversight of legal resources, creation and implementation of intra and inter-departmental policies and procedures, and strategic advice, for a newly formed Crown Agency with mandate as regulator of real estate industry professionals, subject to significant organizational change, government and public scrutiny. • Developed highly effective legal team of 8 lawyers and 3 paralegals: 2019 year-end staff survey reflecting positive ratings of direct management by the legal team of 91% on the criteria of credibility and respect and 88% on the criteria of pride and camaraderie; consistent ratings followed for 2020. • Developed business case for legal department restructuring, creating roles to address process/program gaps and reclassifying roles to properly identify seniority and expertise, achieving an attrition rate reduction of approximately 40% in a constrained compensation environment. • Innovated and directly contributed to project working groups with mandates including: professional education and development program; licensee qualification and suitability criteria; re-development of case intake and disposition statistics dashboard; legal case summaries and communications protocol; legal templates development; legal precedent database creation; external counsel performance and fee structure evaluation, and guidelines for case management including temporal tracking protocol; compliance aged file review; and development of comprehensive hearings Practice and Procedures Manual. • Direction and drafting for development of written policies and processes relating to licensee and employee accommodation, legal disclosure, and management of hearing panels, regulatory proceedings including discipline, qualification, and Special Compensation Fund hearings.
Ardenton CapitalDirector, Legal Affairs & General Counsel
Feb. 2017 - Aug. 2018Vancouver, Canada AreaLeadership role involved with corporate strategic planning, operational oversight, and specific mandate to develop and manage legal resources and services for multi-jurisdictional private equity corporation experiencing significant operational expansion, accelerated portfolio company acquisitions, and intensive capital raising activity. ● Designed and implemented legal services framework to support rapid growth of company; sourcing and negotiating external legal services engagements reflecting value for services with CDN national law firm, global UK-based law firm, and US multi-service law firm. ● Developed and managed internal legal team of 3; supervising and executing varied legal and compliance service mandates for the company globally. ● Developed and/or refined securities regulatory roadmaps for company's capital raising activity in CA, US, and UK; providing regulatory and product training, education, and consultation to management and sales agents in each jurisdiction, allowing for company access to multiple capital markets. ● Facilitated and drafted components of company's re-submission of application for Exempt Market Dealer (EMD) registration, acting as liaison with BCSC and OSC for interpretation of business model and dealer role and preparing submissions relating to reliance on private issuer exemption, non-application of investment fund manager dealer category, and cross-border product distribution regulatory conflict, resulting in national EMD approval status within 5-months.
InvestX CapitalChief Compliance Officer & Legal Counsel
Nov. 2014 - Feb. 2017Vancouver, Canada AreaManagement role involved with corporate strategic planning and mandate to lead legal and compliance development, and management of internal/external legal resources for a private equity company online investment platform designed to provide access for retail investors to late-stage high valuation private companies. A start-up venture environment of tight deadlines and limited resources. ● Facilitated application for exempt market dealer (EMD) registration including preparing written submissions for regulatory agency review of investment fund manager (IFM) exemption in context of novel private equity financing model, developing policies and procedures manual, liaising with BCSC, OSC, ASC, and AMF for interpretation of business model and dealer role; resulting in successful EMD registration approval in multiple CDN jurisdictions. ● Provided compliance oversight and management of EMD and its registrants/agents, both online and manual components; conducted due diligence review of financial offerings; and provided guidance and/or created concepts for development of online processes including know‐your‐client, deal closing report, and investor account portfolio; thereby identifying and mitigating multiple risk factors. ● Developed and/or revised corporate finance documentation for multiple private equity offerings and company financings, including; limited partnership (LP) agreements; unanimous shareholder agreement, and offering memorandum; term sheets, subscription agreements and agency agreements; CDN and US regulatory filings; and trade confirmation statements and LP Unit/Share certificates; contributing to multiple successful fund product and capital raising offerings.
Charlene L. McLaughlin Professional CorporationLegal Counsel
Jan. 2014 - Nov. 2014Calgary, Canada AreaSole legal practice providing senior level contract legal research and advocacy services for multiple clients. ● Conducted legal research and prepared legal opinions on regulatory issues including, registration requirements for securities market participants, procedural notice requirements under the Canada Labour Code, and the application of provincial/federal privacy and other legislation in respect to the disclosure of personal information in a legal action. ● Acted as counsel for the City of Calgary, including conducting legal research and preparation of factum for defence to appeal by prominent property development/management company relating to Safety Codes Act regulatory violations, culminating in successful dismissal of the appeal.
Alberta Securities CommissionManager Legal, Market Regulation
Nov. 2011 - Aug. 2012Calgary, AlbertaManagement role of market regulation department of provincial government securities commission. Core responsibilities relating to the development of laws, policies and rules at the provincial, national and international levels through participation and consultation with CSA committees and working groups and other regulatory bodies; promoting rule and policy development/reform for the protection of investors and preservation of the integrity of the capital markets. ● Developed and managed a legal team composed of 6 professionals; allowing for extension of responsibilities to include development of processes for records management, communications protocol, reporting hierarchy, and input for development of division governance structure, and code of conduct. ● ASC committee lead participant to CSA working group assigned to regulatory review of Maple Group Acquisition Corp bid to take-over the TMX Group, with direct reporting and consultation to Executive Director and Chair of the Commission; project concluding with presentation to ASC board and successful approval of application.
Scott Venturo LLP / REAL Compliance Ltd.Counsel
Jun. 2011 - Nov. 2011Calgary, ABLegal counsel roles providing legal regulatory and compliance services to boutique law firm and for the development of automated EMD compliance systems with a software engineering company.
Frank Capital Partners Inc.Chief Compliance Officer and Legal Counsel
Feb. 2010 - Apr. 2011Executive team member involved with strategic planning and management of real estate investment company; specifically tasked with establishing entire company securities regulatory regime, education and training of registrants/agents, and compliance oversight of dealer operations.
IIROC (Investment Industry Regulatory Organization of Canada)Senior Enforcement Counsel
Jul. 2002 - Feb. 2010Role with national securities industry self-regulatory organization involving the conduct of prosecutions of member/registrant infractions of securities laws and regulations; with responsibilities extending to regional development and management of the Prairie Region Prosecutions Department, including managing the engagement and direction of outside legal counsel, developing and overseeing third party legal resources, and supervising junior Enforcement Counsel and administrative staff.
Milner Fenerty LLP / Scott Hall LLPAssociate Legal Counsel / Articling Student
Sep. 1991 - May. 2001Calgary, Canada AreaPrivate practice experience focused in the areas of civil litigation including articling student and associate lawyer roles with Milner Fenerty LLP and associate lawyer role with Scott Hall LLP.
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