Lawyer Profile
Etienne Brassard
Montréal, Québec
Overview
Equity crowdfunding will soon have a new framework in which to operate in Canada and this is excellent news for investors and startups alike. On November 5, 2015, the Canadian Securities Administrators announced that regulatory authorities in Manitoba, Ontario, Quebec, New Brunswick and Nova Scotia published the final version of Multilateral Instrument 45-108 - Crowdfunding (the “Equity Crowdfunding Prospectus Exemption”), which is expected to come into force on January 25, 2016. Crowdfunding will no longer be limited to advance purchases of goods and services in Canada, as the new Equity Crowdfunding Prospectus Exemption will allow startups to raise capital by issuing and selling securities to the public, using online funding portals, without having to file a prospectus. An offering document that meets regulatory requirements will nonetheless have to be prepared and published on the electronic funding portal. The document must contain certain particular information on the corporation, its officers, and the terms of the offering. ISSUER ELIGIBILITY CRITERIA Under the Equity Crowdfunding Prospectus Exemption, eligible issuers may raise a maximum of $1,500,000 per 12-month period. The main eligibility criteria for an issuer are namely that it be incorporated under Canadian laws and headquartered in Canada, that a majority of its directors reside in Canada, and that the issuer is not an investment fund. SUBSCRIPTION LIMITS FOR EACH INVESTOR Subscription limits for investors will vary depending on whether an investor is an accredited investor (as defined in the securities regulations) or not. In Ontario only, another category of investors, “permitted clients” (as defined in the securities regulations), is subject to its own specific investment limits. Investments by non-accredited investors will be limited to $2,500 per private placement (up to an annual maximum of $10,000, only in Ontario). Investments by accredited investors will also be limited, albeit to a greater amount of $25,000 per investment (up to an annual maximum of $50,000, only in Ontario). In Ontario, investors who are classified as permitted clients will not be limited in the amount of capital that they can invest. LEAD INVESTOR INCENTIVES It is no coincidence that accredited investors qualify for higher investment limits. The intention is to encourage them to act as lead investors who can set the pace for less experienced, non-accredited investors, by providing skills and expertise in management for the benefit of all investors. The emergence of lead investors is also encouraged by the fact that issuers will be able to distribute their securities under other prospectus exemptions during the crowdfunding distribution period with different prices, terms and conditions from those being distributed under the Equity Crowdfunding Prospectus Exemption. This type of model has already proven advantageous in the United States, where equity crowdfunding syndicates have been developed. Such syndicates, which are made up of angel investors and venture capital funds, allow small investors to invest their money in tandem with more experienced investors. CONTINUOUS DISCLOSURE Issuers who issue securities pursuant to the Equity Crowdfunding Prospectus Exemption will also be subject to certain continuous disclosure obligations, including the obligation provide the relevant securities commissions with financial statements and to make such financial statements available to investors within 120 days of their financial year end. The extent of such continuous disclosure obligations will vary in accordance with the total amount of funds raised by the issuer pursuant to one or more prospectus exemptions, from its date of formation to the end of its last financial year, based on the following thresholds: $249,999 or less: no requirement Between $250,000 and $749,999: financial statements accompanied by an examiner’s report or an auditor’s report $750,000 or more: financial statements accompanied by an auditor’s report In all cases, if the issuer is already a reporting issuer as defined by securities regulations, it will still be subject to any continuous disclosure obligations that already applied. CONCLUSION The Equity Crowdfunding Prospectus Exemption will open up markets to investors big and small, and allow them to build valuable relationships with startups early on. It will be interesting to see if the Equity Crowdfunding Prospectus Exemption will generate sufficient lead investors for equity crowdfunding syndicates to be put into place, as they have been in the United States.
The Lavery GO inc. Program team is happy to inform you that the Autorité des marchés financiers(AMF) announced yesterday the implementation of an equity crowdfunding exemption which allows startups to raise up to $500,000 in capital per year. Under this exemption, startups whose head office is located in Quebec may offer their shares to public investors through an online participative financing portal that is either relying on the exemption from the dealer registration requirement or is operated by a registered dealer and by using the pre-established offering documents which are available on this portal. The highlights of this crowdfunding exemption are as follows: The issuer may raise up to $250,000 per offering, subject to a limit of two offerings per calendar year. Investors may invest up to $1,500 per offering; however, there is no limit as to the number of offerings to which an investor may participate. The shares acquired under this exemption cannot be resold except under another prospectus exemption or a prospectus. The crowdfunding exemption will also be implemented in British Columbia, Saskatchewan, Manitoba, New Brunswick and Nova Scotia. This new exemption is excellent news for startups as it will allow them to access a new source of capital to support their development. It also sets up the tone for the much expected Regulation 45-108 respecting Crowdfunding, which is still under discussion among the Canadian Securities Administrators. For more information respecting this equity crowdfunding exemption, please contact Étienne Brassard or Guillaume Synnott. Étienne Brassard: 514 877-2904 | ebrassard@lavery.ca Guillaume Synnott: 514 877-2911 | gsynnott@lavery.ca
Lavery has had the privilege of assisting this fast-growing Quebec-based business during a pivotal phase in its development—it has optimized its management structure, marking a new chapter in its history. Thermos Rive-Nord Inc. specializes in manufacturing glass products tailored to the needs of its clientele, which includes door and window manufacturers, local glazing companies and replacement specialists. Lavery acted as legal counsel to the buyer, Jean-Sébastien Basilico, in this strategic transaction, guiding him through every step of the process. In particular, the Lavery team structured the transaction in the most optimal manner possible, negotiated key agreements and coordinated all legal aspects. The transaction was unique in that it had particularly tight deadlines, a complex transaction structure and financial and legal issues requiring swift execution and close coordination between the various stakeholders. In this context, the Lavery team showed how agile and precise it can be by anticipating risks, proposing pragmatic solutions and maintaining a high level of control throughout the process. The transaction was closed successfully, ensuring the business’s continued operation and favourably positioning it for future growth. It will benefit both employees and customers, and it has laid the groundwork for the company’s long-term operability.
On April 15, 2026, Lexpert recognized the expertise of seven of our partners in its 2026 Lexpert Special Edition: Finance and M&A. René Branchaud now ranks among Canada’s leaders in the area of finance and Étienne Brassard, Jean-Sébastien Desroches, Alexandre Hébert, Édith Jacques, Paul Martel and André Vautour are among Canada’s leading lawyers in mergers and acquisitions. Finance René Branchaud practises in the fields of securities, mergers and acquisitions, as well as corporate law. With more than thirty years’ experience, he advises companies on matters such as incorporation and organization, the drafting of shareholder agreements, private placements, public issues, going public, dispositions, and takeovers. M&A Étienne Brassard practises business law, more specifically corporate financing, mergers and acquisitions and corporate law. He advises local and international businesses in relation to all forms of private financing, from traditional or convertible debt to equity investments. Jean-Sébastien Desroches practises business law and focuses primarily on mergers and acquisitions, infrastructure, renewable energy and project development as well as strategic partnerships. Alexandre Hébert is a partner in the Business Law group, focusing on mergers and acquisitions, corporate finance and venture capital. He advises SMEs and investment funds, particularly in the innovation and technology sectors, including on cross-border transactions. Known for his business-minded approach, he supports clients with pragmatic legal and strategic guidance aligned with their growth objectives. Édith Jacques is a partner in our Business Law Group in Montréal. She specializes in mergers and acquisitions, commercial law and international law. Édith acts as strategic business advisor for medium to large private companies. Paul Martel is a partner in the Business Law Group. He practises primarily in the area of corporate law, focusing on corporations, not-for-profit corporations and general partnerships. He is also an expert in commercial contracts. Paul is recognized for his ability to find effective, innovative solutions to the most complex legal issues in corporate law. André Vautour practises corporate law and commercial law, and is specifically interested in corporate governance, strategic alliances, joint ventures, investment funds, and mergers and acquisitions of private companies. About Lavery Lavery is the leading independent law firm in Quebec. Its more than 200 professionals, based in Montréal, Québec City, Sherbrooke and Trois-Rivières, work every day to offer a full range of legal services to organizations doing business in Quebec. Recognized by the most prestigious legal directories, Lavery professionals are at the heart of what is happening in the business world and are actively involved in their communities. The firm’s expertise is frequently sought after by numerous national and international partners to provide support in cases under Quebec jurisdiction.
Lavery is proud to announce that 42 partners are ranked among the leading practitioners in Canada in their respective practice areas in the 2026 edition of The Canadian Legal Lexpert Directory. The following Lavery partners are listed in the 2026 edition of The Canadian Legal Lexpert Directory: Asset Securitization Brigitte M. Gauthier Banking Étienne Brassard Class Actions Laurence Bich-Carrière Myriam Brixi Marie-Nancy Paquet Construction Law Laurence Bich-Carrière Nicolas Gagnon Marc-André Landry Ouassim Tadlaoui Corporate Commercial Law Étienne Brassard Jean-Sébastien Desroches Christian Dumoulin Alexandre Hébert Édith Jacques Paul Martel André Vautour Corporate Finance & Securities Josianne Beaudry René Branchaud Corporate Mid-Market Étienne Brassard Jean-Sébastien Desroches Alexandre Hébert Édith Jacques André Vautour Employment Law Benoit Brouillette Frédéric Desmarais Simon Gagné Richard Gaudreault Marie-Josée Hétu Guy Lavoie Josiane L’Heureux Zeïneb Mellouli Environment Valérie Belle-Isle Family Law Caroline Harnois Awatif Lakhdar Elisabeth Pinard Infrastructure Law Nicolas Gagnon Insolvency & Financial Restructuring Yanick Vlasak Insolvency Litigation Jean Legault Ouassim Tadlaoui Yanick Vlasak Jonathan Warin Intellectual Property Chantal Desjardins Alain Y. Dussault Isabelle Jomphe Eric Lavallée Labour (Management) Benoit Brouillette Brittany Carson Simon Gagné Richard Gaudreault Marie-Josée Hétu Marie-Hélène Jolicoeur Guy Lavoie Carl Lessard Zeïneb Mellouli Litigation - Commercial Insurance Dominic Boisvert Martin Pichette Litigation - Corporate Commercial Laurence Bich-Carrière Marc-André Landry Litigation - Product Liability Laurence Bich-Carrière Myriam Brixi Medical Negligence Anne Bélanger Mergers & Acquisitions Josianne Beaudry Étienne Brassard Jean-Sébastien Desroches Christian Dumoulin Alexandre Hébert Édith Jacques Mining Josianne Beaudry René Branchaud Occupational Health & Safety Josiane L'Heureux Professional Liability Marie-Nancy Paquet Judith Rochette Technology André Vautour Workers' Compensation Marie-Josée Hétu Josiane L'Heureux Guy Lavoie Carl Lessard
Practice Areas
Bar Information
Called to the bar: 2007 (QC)