CL&M is a full-service law firm with over 100 attorneys, which has been providing legal services to clients worldwide for over 150 years. Since 1969, attorneys currently with CL&M have represented numerous Canadian companies, financial institutions, governments and individuals throughout Canada in their activities. Although our practice has emphasized securities matters, mergers and acquisitions, we provide a full range of legal services relating to U.S. law for our Canadian clients in other areas as well, including, taxation; broker-dealer, investment adviser and hedge fund regulation; antitrust and competition; intellectual property; creditors rights and bankruptcy; real estate; environmental regulation; litigation; maritime; trust and estates and charitable foundations.
Our team specializing in Canadian matters is headed by our partner Guy Lander, who has over 30 years experience in the cross-border area most of which was spent representing Canadian companies. Guy represented InfraRed Associates, which obtained the SEC no-action letter that led to the creation of Reg. S and was a member of the ABA task forces that worked on Reg. S, Rule 144A and Rule 15a-6. He is the author of four books on securities law, including a highly regarded 3 volume treatise on the U.S. securities laws and their international aspects, U.S. Securities Law for International Financial Transactions and Capital Markets, West Group; What is Sarbanes-Oxley,McGraw-Hill; Resales of Restricted Securities, BNA; and All You Need to Know About Going Public, Euromoney Institutional Investor. Guy is also the former Chairman of the New York State Bar Association Committee on Securities Regulation and Section on Business Law.
Other senior members of our team include John Whelan, senior counsel, and Bruce Rich, counsel. John has been active in Canadian cross-border matters for over 40 years and worked on the first Regulation S/Rule 144A cross-border deal ever done out of Canada. Bruce Rich has represented Canadian companies, including NYSE listed companies, for over 30 years.
Substantive Areas
Securities
We act as U.S. securities counsel in scores of cross-border offerings each year. As a result, CL&M attorneys have extensive experience in representing issuers and underwriters in SEC registered offerings and exempt offerings, including those involving Rule 144A, Regulation S and the Canada/U.S. Multijurisdictional Disclosure System (“MJDS”).
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Shelter Bay Energy Inc. conducted an offering of CDN $615 million with an investor group that included Riverstone Holding LLC, Goldman Sachs & Co. and Crescent Point. |
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Petrobank Energy Resources Ltd. issued CDN $400 million of convertible notes. |
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TriStar Oil & Gas Ltd. completed a CDN $205 million offering of subscription receipts. |
We also represent clients listing their securities and in their other matters before governmental, regulatory and listing authorities, including the SEC, NYSE and Nasdaq Stock Market.
In addition to our transactional work, we have represented Canadian companies in their corporate governance, Sarbanes-Oxley and other compliance matters.
Mergers and Acquisitions
We have a long history or representing Canadian clients in their mergers, acquisitions and business combinations (by plans of arrangement or otherwise), tender and exchange offers, take-over bids, spin-offs and other transactions.
We have represented Canadian Income Trusts and oil and gas royalty trusts in complying with the U.S. Securities Act, Securities Exchange Act and Investment Company Act. We have also represented trusts in their recent conversions into corporate form as a result of changes to Canadian tax laws.
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PetroBank Energy and Resources Ltd. in its acquisition of TriStar Oil & Gas Ltd. for about CDN $2.24 billion and spin-off of assets into PetroBakken Energy Ltd. |
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Mullen Group Income Fund in its conversion to a corporation and the simultaneous sale of $125 million of convertible subordinated debentures. |
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Crocotta Energy Inc. in its acquisition of Salvo Energy Corp. for CDN $77 million. |
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BlackWatch Energy Services Trust in its conversion into a corporation. |
Other CL&M Cross-Border Offerings
CL&M has also recently handled numerous other cross-border offerings for our clients, including Aruban, Australian, Bermuda, UK, Norwegian and Israeli issuers, a small sampling of which is as follows:
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The Government Companies Authority of the State of Israel and Oil Refineries Ltd., the operator of Israel's largest oil refinery, completed a Rule 144A tranche in the United States of the initial public offering by the Government Companies Authority of the ordinary shares of Oil Refineries Ltd. The flotation raised $1.54 billion, making it the largest IPO on the Tel Aviv Stock Exchange, as well as the largest privatization in the history of the State of Israel. |
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Flagstone Reinsurance Holdings Limited, a Bermuda based global reinsurance holding company, raised approximately $175,500,000 in an initial public offering in the United States. |
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SPDR Gold Trust, this novel and successful financial product is now listed not only on the NYSE but also in Hong Kong, Mexico, Tokyo and Singapore. We assisted in its creation and launch in a $100 million initial public offering in 2004 and it has since grown to have a market capitalization in excess of $37 billion. |
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Orient-Express Hotels Ltd. which we have been representing since its IPO in 2000, completed two registered direct offerings of its class A common shares in which it raised $130 million and $55 million, respectively. |
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012 Smile. Communications Ltd., an Israeli communication services provider offering a broad range of broadband and traditional voice services, raised approximately $83.9 million in an initial public offering in the United States of ordinary shares. |
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LanOptics Ltd., a semiconductor design and development company for network processing, completed a follow-on public offering of ordinary shares, which raised about $40 million. |
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STARLIMS Ltd., a laboratory information management systems company, raised approximately $30 million in an initial public offering in the United States of ordinary shares. |
Financial Services
CL&M represents many clients forming broker-dealers, investment advisers and hedge funds. We advise broker-dealers, investment advisers and hedge funds in their ongoing regulatory, operations, derivatives, product innovation and compliance matters as well as their significant transactions. We have also represented exchange traded funds.
For example:
We have acted as counsel to BMO in Canada in connection with their U.S. brokerage activities, including trading by their U.S. branches, as well as their swaps with U.S. parties or where a U.S. entity is the manager of the swap with a foreign entity.
We have also advised Scotia Capital on Rule 15a-6 issues for the U.S. broker-dealer operations of The Bank of Nova Scotia.
Tax
Taxation is often a critical element in a cross-border transaction, and our team has extensive experience in optimizing the tax results. In addition to our role in the transactional practice, we have acted as special U.S. tax counsel to large Canadian multinationals and provincial governments.
Antitrust
Canadian M&A transactions oftentimes require advice on antitrust and competition matters which we provide. Additionally, we represent clients in antitrust litigation, investigations, compliance and trade regulation.
Intellectual Property
We have an active practice in licensing software and medical device technology, coordinating patent and trademark applications, clearance and litigations for clients in Canada, the United States and Europe.
CL&M attorneys have rendered a wide variety of services in the patent area, including: