EXPERIENCED COUNSEL

Canadian

Examples of our experience include representing:

Corporate

  • a plan of arrangement, and related U.S. registered exchange offer, of two Canadian energy companies for $4 billion
  • a publicly traded Canadian toy company in its acquisition of a U.S.-based arts-and-crafts company for $400 million
  • a publicly traded Canadian income trust in its acquisition of a series of chemical companies in the United States for $165 million
  • a U.S. publicly traded Canadian mining company in connection with numerous public debt and equity financings under MJDS and in taking private a class of its preferred shares (and the related issue of warrants)
  • a Canadian heating and gas company with a public offering in the United States
  • a NASDAQ-traded international financial services company with a $6 million dollar offering of senior notes through its Canadian subsidiary; the amendment and extension of its global secured credit facility and the exchange and refinancing of $120 million of its outstanding convertible notes and the $120 million acquisition of a financial services company based in the United States
  • a Canadian apparel company with a U.S. reorganization in connection with the company’s U.S. and Canadian $327.6 million initial public offering
  • a private Canadian oil company in a series of Reg D/Reg S U.S. private placements totaling more than $300 million
  • a U.S.-public Canadian technology company in raising $700 million of debt and equity financing
  • a U.S. mining company in connection with its acquisition of a Canadian mining company for $14.1 billion, approved under a plan of arrangement and the related going private transaction in the United States
  • a Canadian mining company in the establishment of its cross-border Rule 10b-18 program
  • A U.S. company in connection with a $40 million tender offer for a Canadian public company in the packaging industry
  • a U.S. (Pittsburgh-based) company in connection with the extension of a $25 million securities offering into Canada
  • numerous Canadian companies in connection with their U.S. securities obligations and regulatory filings with the SEC
  • Canadian individuals with the formation of limited liability companies and various legal aspects including structuring, issuance and subscription of units
  • a U.S. company in connection with a $15 million purchase of stock and assets of a privately-held Canadian telecommunications carrier, and
  • an international telecommunications company in restructuring its U.S. subsidiaries.

Litigation

  • a U.S. subsidiary of a major Canadian bank in connection with obtaining a precedent-setting ruling from the Office of the Comptroller of the Currency regarding the bank’s ability to open new branches across state lines
  • a large Canadian supplier to the automotive industry in litigation brought in the United States
  • a Canadian supplier of bed and bath products in U.S. patent and trade dress infringement litigation
  • an international bank in class-action litigation involving gift cards and overdraft fees, shareholder disputes, various commercial disputes, a lawsuit alleging fraud by a former employee of a predecessor bank, and numerous other matters, and
  • numerous products-liability related claims for many Canadian and U.S. companies.

Intellectual Property

  • a U.S. agricultural systems and service provider regarding the intellectual property portion of a transaction involving an acquisition by a Canadian manufacturer of agricultural data supply systems
  • a Canadian software company in connection with its sale to a public U.S. software company with a value of $80 million
  • a U.S.-based software company in negotiations for software resale and an original equipment manufacturer agreement
  • a U.S.-based software company in negotiations with a Canadian company for distribution rights to the software
  • a Canadian monitoring system supplier with a freedom-to-operate patent analysis seeking to enter the U.S. market, and
  • a U.S. company in connection with its acquisition of shares of a Toronto-based software company through merger with a value of $45.4 million (Canadian).

Private Equity and Fund Formation

  • a U.S. venture capital firm in connection with an investment in a Montreal-based technology company involving an exchangeable share structure
  • a U.S. branch of a Canadian venture capital firm with venture financing
  • a U.S. growth equity firm in connection with an investment in a Canadian corporation, and
  • numerous fund formations for Canadian and U.S. clients.

Environmental and Clean Technology

  • a Canadian paper company concerning the impact on their U.S. market of environmental requirements (including labeling and sustainability issues)
  • the U.S. Environmental Protection Agency in several hazardous waste cases involving landfills located along the Niagara River, a U.S.-Canadian boundary water, and
  • Canadian companies with U.S. subsidiaries in connection with hazardous waste sites and landfills.

Import/Export and Government Contracting

  • a Canadian company under foreign ownership, control, or influence (FOCI) regarding the acquisition of a U.S. company with significant governmental contracts and other U.S. regulatory issues relating to the Canadian company’s acquisition, and
  • a Canadian toy company on numerous import/export issues, including customs and FAA-related matters.

Employment

  • a global electronic component distribution company based in Montreal, advising and representing them in labor and employment matters involving their U.S. employees, including lawsuits for employment discrimination in the United States and providing sexual harassment training
  • on behalf of Pilkington, we coordinate labor and employment advice with Canadian counsel concerning labor issues that arise at their Collingwood, Ontario plant, and
  • a Canadian auto supplier that has been acquiring a number of facilities in the United States from the various bankruptcies of the OEMs and their tier-one suppliers. Our labor work includes such due diligence activities as investigating collective bargaining and employee benefit obligations, counseling the client on its WARN Act responsibilities and reviewing executive employment agreements. We have also advised the client on the development of personnel policies and procedures for its newly acquired operations.

Tax

  • a Canadian engineering contractor with tax planning and business planning issues
  • a U.S. global private equity firm with a $225 million (Canadian) investment in a Canadian athletic apparel company, including structuring the investment as both Canadian and U.S. investments for tax purposes
  • a U.S. portfolio company engaged in internet marketing with a purchase of a Canadian corporation using a Canadian acquisition corporation to allow for a favorable tax treatment of dividends distributed back to the United States
  • numerous Canadian and U.S. companies in transfer tax matters, and
  • many Canadian companies and residents in resolving IRS filings and/or payment issues.