Tom Caldwell

Tom Caldwell

FounderThomas Henry Legal | Axiom LawCorporate and Private M&A

Tom is the principal of Thomas Henry Legal. He specializes in corporate and commercial law for start-ups and medium-sized businesses.

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Tom is the founder of Thomas Henry Legal where he specializes in advising start-ups and medium-sized businesses on shareholder agreements, private placements and mergers and acquisitions. He also serves as Legal Counsel at UBS Bank (Canada).

A driven entrepreneur, Tom is the founder of Thomas Henry Made – a custom menswear venture focused on building great relationships and keeping men looking their best in made-to-measure suits and shirts.

Tom began his practice at Stikeman Elliott LLP, where he assisted and lead a range of private and public offerings, private M&A deals and closed-end fund offerings for clients that included BCE, Rexall Pharmacy, Sentinel Capital Partners, Harry Winston and Brompton Funds Management. Tom then joined Weil Gotshal & Manages LLP in New York City, where he specialized in underwriter-side high-yield debt offerings, closing deals with blue-chip companies such as Microsoft, Citigroup, Merrill Lynch, Wells Fargo, Brookfield Financial and Morgan Stanley, and represented Lehman Brothers in connection with certain securities law matters related to its Chapter 11 bankruptcy.

Tom was a task force member for the National Angel Capital Organization (NACO) project to develop term sheets that guide investors and founders alike in structuring deals that align their interests to position start-ups for future investment and growth.

Through Thomas Henry, Tom combines his creative skills and the joy of building personal relationships, along with providing sage counsel to forward-thinking business ventures. Tom is a champion of face-to-face communication. He understands the importance of complex commercial agreements, yet works in the spirit of handshake deals. He is a progressive professional – moving intrepidly towards the future – full of speed, efficiency and promise.


  • University of Toronto, J.D., 2005
  • University of Toronto, M.A., 2005
  • University of Toronto, B.A., 2002

Bar Admission

Ontario, 2006

New York, 2011


  • Apax Partners, an independent global private equity advisory firm, in its US$7.75 billion acquisition (with OMERS Capital Partners) of the educational and higher learning assets of Thomson Learning and Nelson Canada.
  • Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., BofA Merrill Lynch, Pierce, UBS Securities LLC and Wells Fargo Securities, LLC in connection with the US$700 million initial public offering of common shares by Blackstone / GSO Strategic Credit Fund (part of The Blackstone Group).
  • E.ON AG, a power utility company based in Germany, in its US$1.4 billion acquisition of the North American wind farm operations of Airtricity Holdings Limited, a renewable electricity utility company.
  • Franklin Resources, Inc. (part of the Franklin Templeton Investments Group), in its US$300 million offering of 1.375 notes due 2017 and US$300 million offering of its 2.800% notes due 2022.
  • CIBC, TD Securities, BMO Capital Markets and RBC Capital Markets in connection with the $75 million convertible debentures offering by Jazz Air Income Fund.
  • BREF HR, LLC, an affiliate of Brookfield Financial, LLC, in connection with the acquisition of the Hard Rock Hotel & Casino Las Vegas.
  • Gibraltar Ventures in its strategic investment in LXR & Co., a luxury vintage handbag and accessories retailer, and Tkees Inc, a premier footwear and lifestyle retailer.
  • FinanceIt Inc. in connection with the investment by an affiliate of Goldman Sachs in FinanceIt’s point-of-sale loan business.


  • Ontario Bar Association
  • Task Force Member, National Angel Capital Organization.