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Practice Areas

Canada Cross-Border, Corporate, Securities, M&A Transactions, Energy Project Development and Finance

Practice Description

Mr. Lander practices in the areas of corporate and securities law for international and U.S. companies and financial institutions. His practice emphasizes a wide range of financial transactions, including U.S. and international public and private offerings, Rule 144A placements, Regulation S cross-border offerings, MJDS offerings, listing foreign companies on U.S. exchanges, tender and exchange offers, mergers, and acquisitions. His practice includes providing corporate governance and Sarbanes-Oxley advice to corporate clients. Mr. Lander also devotes a significant part of his time to regulatory matters for U.S. and international securities brokerage firms, investment advisers and hedge funds advising on their registration, structuring, documentation, compliance, business activities and significant transactions.

Mr. Lander is the author of four books on securities law and is the former Chairman of the New York State Bar Association’s Securities Regulation Committee and Business Law Section.

Publications Available on this website...

"SEC Adopts New Rules to Expand Proxy Disclosure for Compensation and Corporate Governance," Client Advisory, January 4, 2010; "The Wall Street Reform and Consumer Protection Act," Client Advisory, December 29, 2009; "SEC Votes to Propose Rules to Permit Shareholders to Nominate Directors in a Proxy Statement," Client Advisory, June 8, 2009; "Compliance with U.S. Antibribery Laws," Client Advisory, June 1, 2009; "Administration Proposes Regulation of Over-The-Counter Derivatives," Client Advisory, May 18, 2009; "Alert to Foreign Issuers: Upcoming Date to Measure Your SEC Reporting Status as a Foreign Private Issuer," Client Advisory, May 12, 2009; "SEC Proposes Five Short Sale Price Rules," Client Advisory, April 30, 2009; "SEC Press Release on Proposed Short Sale Price Test," Client Advisory, April 9, 2009; "Madoff Securities Task Force Update: IRS Issues Helpful Guidance," Client Advisory, March 18, 2009; "The Hedge Fund Transparency Act of 2009," Client Advisory, February 9, 2009; "Recent Changes for Foreign Private Issuer Filings on 20-F and 40-F," Client Advisory, February 2, 2009; "SEC Amends Oil and Gas Reporting Requirements," Client Advisory, February 2, 2009; "SEC Proposes Amendments to Rule 15a-6 for Non-U.S. Broker-Dealers," Client Advisory, February 2, 2009; "Madoff Securities Task Force Update: March 4, 2009 Deadline," Client Advisory, January 8, 2009; "Madoff Securities Task Force," Client Advisory, December 30, 2008; "U.S. Tax and Securities Law Considerations in Canadian Income Trust Conversions," Client Advisory, November 24, 2008; "Beneficial Ownership Reporting by Non-U.S. Institutions," Client Advisory, November 5, 2008; "SEC Revises Cross-Border Business Combination Rules," Insights, November 2008; "SEC Revises Cross-Border Business Combination Rules," Client Advisory, October 14, 2008; "SEC Amends Reporting and Disclosure Requirements for Foreign Private Issuers," Client Advisory, October 10, 2008; "SEC Emergency Orders Re Short Sales," Client Advisory, September 30, 2008; "Exemption from Registration for Foreign Private Issuers: SEC Amends Rule 12g3-2(b)," Client Advisory, September 16, 2008; "Modernization of SEC Oil and Gas Reporting Requirements," Client Advisory, July 3, 2008; "Foreign Issuer Reporting Enhancements," Client Advisory, June 5, 2008; "SEC Proposes to Revise Cross-Border Business Combination Rules," Client Advisory, May 22, 2008; "SEC Proposes to Revise Cross-Border Business Combination Rules (Short)," Client Advisory, May 22, 2008; "SEC Amends Rules 144 and 145 under the Securities Act of 1933," Client Advisory, February 7, 2008; "Smaller Reporting Company Regulatory Relief and Simplification," Client Advisory, February 7, 2008; "SEC Eliminates U.S. GAAP Reconciliation Requirement for Foreign Private Issuers that Adopt International Financial Reporting Standards," Client Advisory, February 7, 2008; "Revisions to the Eligibility Requirements for Primary Securities Offerings on Forms S-3 and F-3," Client Advisory, February 7, 2008; "Investment Advisers Act Compliance," November 2007; "Guide to the U.S. Capital Markets for U.S. and Foreign Companies and Their Advisers," October 2007

Additional Publications

• U.S. Securities Law for International Financial Transactions and Capital Markets, 3 Vols., West Group, Second Edition, 2002; First Edition, 1999
• Resales of Restricted Securities Under Rules 144 and 144A, BNA Corporate Practice Series, 2000
• U.S. Securities Regulation, All You Need to Know About Going Public, Listing, Reporting and Private Placements, Institutional Investor- Euromoney Books, December 2003
• What is Sarbanes-Oxley? McGraw Hill, November 2003
• Numerous articles for legal and other journals

Presentations

Mr. Lander participates in continuing legal education programs and is a frequent chairman and speaker at programs sponsored by the NYSBA, the New York City Bar, the State of New York Office of Attorney General and the New York State Legislature, AICPA and Association of Corporate Counsel, including those on corporate and securities law, public offerings, private placements, the international aspects of U.S. securities law, corporate governance, and financial services regulation.

Affiliations

New York State Bar Association

• Chairman, Business Law Section 2002-2003
• Chairman, Securities Regulation Committee 1997-2000

American Bar Association

• Committee on Federal Regulation of Securities 1979-present
• Co-chair, Subcommittee on Disclosure and Continuous Reporting 2009-present 
• Member, Task Forces on Regulation S, Rule 144A and Rule 15a-6

Canadian Bar Association

• Ontario Bar Association
• Calgary Bar Associaiton

Education

• B.A., 1974 New York University
• J.D., 1978 St. John's University School of Law

Admissions

• 1979 New York
• 1979 U.S. Tax Court
• 1990 U.S. Supreme Court

Prior Experience

• 2000-2006, Senior Partner, Davies Ward Phillips & Vineberg, LLP
• 1997-2000, Special Counsel, Rosenman & Colin, LLP
• 1991-1996, Partner, Carb Luria Cook & Kufeld, LLP

Illustrative Matters
Client	Description
Securities
National Bank of Canada	CDN $3 billion commercial paper program
Shelter Bay Energy Inc.	Offering of CDN $615 million of trust units
Petrobank Energy Resources Ltd.	Offering of CDN $400 million of convertible notes
Athabasca Oil Sands Group	Offering of CDN $400 million of common shares
TriStar Oil & Gas Ltd.	Offering of CDN $205 million of subscription receipts
Mergers & Acquisitions
PetroBank Energy and Resources Ltd.	Acquired TriStar Oil & Gas Ltd. for about CDN $2.24 billion and spin-off of assets into PetroBakken Energy Ltd.
First Calgary Petroleums Ltd.	Sold itself to ENI SpA for CDN $923 million
Crescent Point Energy Trust	Acquired Wild River Resources and Gibraltar Exploration Ltd. and converted from an income trust to a corporation and simultaneously sold $230 million of common shares
Mullen Group Income Fund	Converted to a corporation and simultaneously sold $125 million of convertible subordinated debentures
Playtex Products Inc.	Acquired Tiki Hut Holding Co., Inc., the owner of Hawaiian Tropic sun care products for $83 million
Crocotta Energy Inc.	Acquired Salvo Energy Corp. for CDN $77 million
BlackWatch Energy Services Trust	Converted to a corporation
Illustrative Matters Before Joining CL&M
Clarica Life Insurance Company	Merged with Sun Life Financial Services of Canada Inc., transaction valued at $7.1 billion
The Molson family	In Molson’s merger with Adolph Coors Co.
Canada Housing Trust No. 1	This special purpose securitization trust conducted an offering of $3.8 billion of 5.10% Series 3 Canada mortgage bonds
C-Mac Industries, Inc.	This Canadian engineering company conducted an initial public offering of $694 million of common shares in the U.S. and Canada under MJDS
SFK Pulp Fund	Conducted an initial public offering of $444 million of trust units and $125 million credit facility
InnVest Real Estate Investment Trust	Conducted an initial public offering of $300 million of units and acquired a portfolio of 114 hotels located throughout Canada
7 World Trade Center, Inc.	This Silverstein Development Corporation Property conducted a $250 million offering under Rule 144A of Collateralized Remarketed Floating Rate Notes (among the first of its kind)
Murray Feiss Import Corp.	This manufacturer and distributor of lighting sold itself to Quad C, a leverage buyout firm for approximately $115 million
Optimal Robotics Corporation	This Canadian hi-tech company conducted an initial public and subsequent offering of common shares in the United States and Canada under MJDS, each of which raised about $80 million
Neurochem Inc.	This Canadian bio-tech company conducted an initial public offering in the United States under MJDS of about $62 million of common shares
Financial Services
Each year, Mr. Lander represents many clients forming broker-dealers, investment advisers and hedge funds. He also advises broker-dealers, investment advisers and hedge funds in their ongoing regulatory and compliance matters as well as their significant transactions.

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