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Practices

Canada Cross-Border Practice

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”).

National Bank of Canada entered into a CDN $3 billion commercial paper program.
 

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.

 

Petrobank Energy Resources Ltd. issued CDN $400 million of convertible notes.

 
Athabasca Oil Sands Group conducted a CDN $400 million offering of common shares.
 

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.

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.

 
First Calgary Petroleums Ltd. in its sale to ENI SpA for CDN $923 million.
 
Crescent Point Energy Trust in its acquisition of Wild River Resources and Gibraltar Exploration Ltd. and conversion from an income trust to a dividend paying corporation and simultaneous sale of $230 million of common shares.
 

Mullen Group Income Fund in its conversion to a corporation and the simultaneous sale of $125 million of convertible subordinated debentures.

 

Crocotta Energy Inc. in its acquisition of Salvo Energy Corp. for CDN $77 million.

 

BlackWatch Energy Services Trust in its conversion into a corporation.

 

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

Our tax lawyers work closely with our corporate and securities lawyers in cross-border mergers and acquisitions and capital market transactions. Taxation is often a critical element in such transactions, and our tax department has extensive experience in optimizing the tax results.

We submitted comments to the U.S. Treasury Department that were crucial to a regulatory revision making it easier for Canadian acquisitions to qualify as tax-free for U.S. shareholders.

We regularly advise junior oil and gas companies and other Canadian issuers on the passive foreign investment company rules. We advised numerous Canadian issuers converting from income trust to corporate status.

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.

Environmental Review, Permitting, and Litigation

The firm is pre-eminent in the field of environmental review and permitting, having represented major regional utilities in conducting environmental reviews and permitting for large combined-cycle power plants, simple-cycle plants, new substations and transmission lines, energy efficiency initiatives, pilot wind projects and solar projects. We were involved in early environmental review work for a large-scale off-shore wind park, and have advised clients in connection with filings in response to requests for proposals, including a recent RFP seeking to bring in an additional 500 MW of power to New York City. We have assisted Canadian clients in the transfer of major power plant assets, including due diligence review of agreements and preparing for the transfer of contracts and permits pursuant to state and local laws. We assisted in the development of an electric transmission line between the US and British Columbia and have in-depth experience in the performance of environmental due diligence reviews involving Canada-US commercial transactions.

We also have successfully defended large development projects, including new power plant projects, all of which were constructed and are in operation today. Our work involves both state and federal licensing, including licensing procedures of the Federal Energy Regulatory Commission and state public service commissions. We also represent Canadian shipping companies on environmental compliance and permitting, including new federal and state programs to regulate ballast water discharges from ships operating in the Great Lakes.

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:

  • Patent filings, U.S. and world-wide, as well as extensive patent licensing, in the areas of medical devices, software, lithium ion batteries, electric vehicles, broadband communications and massively parallel processor computer systems.
  • Providing validity and infringement opinions for patents covering advanced DSL technology, financial software, digital compression technology and high speed computer switches.
  • IP litigation counsel for a major aerospace company in a patent litigation in which the asserted patent covered the aluminum lithium alloy used for the External Tank on the Space Shuttle.
  • Conducting numerous ex-parte and inter-party patent reexamination procedures in the U.S. patent Office.

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