Philippe C. Rousseau

Of Counsel

Philippe is a corporate/commercial and transactional lawyer with significant experience advising investors, lenders, start-ups and larger companies in various types of financings, commercial matters and business transactions.


Commercial; Corporate; Corporate Governance; Transactional/Financing;

Former firms & in-house roles:

Davies Ward Phillips & Vineberg LLP

Philippe (Phil) C. Rousseau is a results-driven strategic advisor with extensive experience providing executive-level leadership, direction, legal advice and management of complex transactions and commercial matters, including M&As, partnerships, financings, investments, licensing and other business-critical transactions. He advises and guides clients through transactions and commercial matters strategically, proactively and efficiently to address all business and legal considerations and drive business growth and development.

Phil has over 20 years of experience handling complex deals across multiple jurisdictions, including Canada, U.S.A., Mexico, U.K., Europe, U.A.E, Africa and Australia, through a wide range of industries, including banking and securities, venture capital, startups, agriculture, telecommunications, biotechnology, life sciences, investment banking, investment funds, private equity, energy, human resources, aviation, music and entertainment, sports, electronics, mining, healthcare, transportation, high tech, real estate, legal and manufacturing.

He is fully fluent in English and French, and is a member of the Law Society of Ontario (2001-2023) and a former member of the Quebec Bar (1999-2013).

In his practice with Caravel Law, Phil is a transactional lawyer specializing in corporate, M&A and finance mandates. His role includes providing strategic legal advice and guidance to senior management, boards, investors and other stakeholders on a broad range of transactions and corporate matters, including M&As, financings, partnerships, private and venture capital investments, licensing, commercial contracts and corporate governance. In his transaction-focused business law practice, he advises clients, from start-ups to large established companies, from transaction structuring (including shareholder, partnership and joint venture arrangements) through capital raising, acquisitions and sale/liquidity transactions, as well as corporate development, corporate governance, legal risk management, and deal due diligence, negotiations, execution, closing and post-closing integration. Phil also acts for investment funds and institutional and individual investors on various equity and debt financings, portfolio company management and corporate governance.

Phil assists clients in managing all aspects of transactions, including advising on legal risks and strategy, overseeing financial and tax advisors and other professionals, representing clients in transaction negotiations, and overseeing resolution of issues and disputes through commercial negotiations and collaboration. He works together with cross-functional teams in various industries to address all business and legal issues arising from transactions and business operations.

Prior to joining Caravel Law, Phil was a partner at Davies Ward Phillips & Vineberg LLP, a leading transactional law firm based in Toronto, Canada. In this role, he provided strategic legal advice in large, complex, multi-party commercial transactions and business matters, including public and private M&A, joint ventures, partnerships, investments, senior and subordinated bank loans, debt and equity financings, technology sharing, licensing, outsourcing, distribution arrangements, corporate governance and securities law.


Laval University, (LL.B.) 1998

  • Advising founder in connection with startup formation and organization, shareholder agreement, equity and debt financing, and employment matters
  • Advising on sale of company
  • Advising investment bank in connection with review of hedge fund investments
  • Advising major US sports company in connection with acquisitions of athletic-event businesses across Canada
  • Advising US bank on establishment of Canadian branch, including organization of Canadian subsidiary, joint venture agreement, shareholder agreement, master services and operating agreements, technology and intellectual property agreements
  • Advising on securities offering and securities reporting obligations
  • Advising on sale of technology company, establishment of senior credit facilities, and other corporate matters, including share purchase agreement, share redemptions, establishment of international entities, shareholders agreements, option agreements, and loan and security documents
  • Advising biotechnology company in connection with private placement of preferred shares to Asian investment fund
  • Advising on share purchase warrant
  • Advising on contractual documentation for M&A transactions
  • Advising on joint venture documentation and shareholder agreement for sports entertainment company
  • Advising Canadian investment fund on all portfolio investments, including acting as lead counsel on:
    • fund organization and governance
    • multiple rounds of investments in preferred share, debt, convertible debt, SAFE and other financing structures and documentation for multi-party investments, and all related documentation, including term sheets, subscription agreements, shareholder agreements and other investment documents
    • assessing structural considerations for investment;
    • assessing legal risks and developing mitigation strategies to address all relevant legal and business considerations
    • advising on disputes or disagreements with startup founders or other investors
    • sale and disposition of investments
    • advising on various corporate and commercial transactions involving portfolio companies
    • advising on governance matters for portfolio companies and addressing potential conflicts of interest
  • Advising on equity financing
  • Advising startup founder on convertible debenture financing, promissory notes, private placement subscription documents, US investors considerations, stock option plan, note conversions and corporate matters
  • Advising on private company acquisition, including structuring and term sheet, asset purchase agreement, technology royalty agreement, intellectual property assignment, distribution agreement and other commercial agreements
  • Advising on senior secured credit facilities
  • Advising on various corporate investments, including shareholder agreements, limited partnership agreements, subscription agreements and other investment documents
  • Acting for minority shareholder on corporate governance matters, shareholder agreement negotiations, litigation management and dispute resolution
  • Advising on sale of private company shares
  • Advising technology startup on joint venture and strategic alliance agreement, private placement of preferred shares, corporate matters, shareholder agreement and other commercial matters
  • Advising on start-up incorporation
  • Advising on phantom share equity plan
  • Advising on proposed acquisitions
  • Advising on incorporation, organization, share repurchase, rectification of corporate matters and construction disputes
  • Advising on convertible note investment
  • Advising on services agreements for technology/software development company
  • Advising startup founder on shareholder agreement, corporate organization, master services agreements and other commercial contracts, employment and subcontractor agreements, and shareholder and commercial disputes.
  • Advising on establishment of stock option plan
  • Advising private investment fund on structuring and formation of limited partnership investments, including fund formation, limited partnership agreements and investor subscription documentation
  • Advising on senior secured credit facilities in connection with private company sale
  • Advising on senior bank credit facilities and security documents
  • Advising startup on various financing and corporate matters, including:
    • convertible debt and equity financings, including note purchase documents, warrants, term sheet, secured notes and other financing documentation
    • shareholder agreement
    • corporate governance
    • stock option plan and grant documents
    • employee and subcontractor agreements
    • corporate review and rectifications
    • commercial matters
  • Advising on corporate matters, including shareholder agreement, and acting on acquisitions of private companies by way of asset purchase transactions, including term sheets, asset purchase agreements and legal due diligence
  • Advising startup founder on private placement of convertible preferred shares to private investment fund, including structural considerations, term sheet, drafting and negotiation of convertible note, share terms, subscription documents and other financing documents, as well as advising on miscellaneous corporate and employee matters
  • Advising on acquisitions of private company assets, commercial vendor/supply contracts, litigation management, corporate matters, governance and shareholder matters, including shareholder agreement negotiations, asset purchase agreements and related transaction documents
  • Advising on corporate restructuring, shareholder agreement, share redemptions, tax reorganizations, share purchase documents and other corporate documentation
  • Advising on incorporation and organization of private company
  • Advising founder on merger transaction, including term sheet and structure, merger agreement, shareholder agreement, promissory note, and negotiation of ancillary merger documents
  • Advising on purchase agreement, non-competition agreement, letter of intent and related documentation for share purchase transaction
  • Advising minority shareholder on rights and remedies in corporate squeeze-out transaction for private company
  • Advising on equity financing for private company, including investment structure, corporate and share capital reorganization, subscription documents, shareholder agreement, US investor considerations and related corporate matters
  • Advising law firm on corporate reorganization, including assignment of corporate contracts and assets to successor limited liability partnership
  • Advising startup founders on SAFE private placement

“Philippe’s support was incredibly helpful. The combination of his knowledge of the content, experience in similar situations and candid, practical style is exactly what I’m looking for.”
– Dylan, Venture Capital and Private Equity

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