Canada Cross-Border

Since 1969, attorneys with Carter Ledyard have represented numerous Canadian companies, financial institutions, governments and individuals throughout Canada in their activities. Although our practice has emphasized corporate and 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 40 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 Co-Chairman of the Subcommittee on Disclosure and Continuous Reporting of the Committee on Federal Regulation of Securities of the American Bar Association (ABA), Chairman of the New York State Bar Association Committee on Securities Regulation and Section on Business Law.

Substantive Areas

Securities

We act as U.S. securities counsel in scores of cross-border offerings each year. As a result, Carter Ledyard 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.
• Crescent Point: Offering of CDN $750 million of common shares.
• Maple Leaf Foods in the spin-off of its pork division to form Canada Packers with a market capitalization of over CAD $500 million.
• Greenfire Resources: $312 offering of senior secured notes.
• Sunshine Oil Sands Ltd.: Offering of $200 million high-yield senior secured notes.
• Shelter Bay Energy Inc.: Offering of CDN $615 million of trust units.
• Athabasca Oil Sands Group: Offering of CDN $550 million principal amount Senior Secured Second Lien Notes.
• Petrobank Energy Resources Ltd. Offering of CDN $400 million of convertible notes.
• Seabridge Gold: $100 million financing consisting of $80 million public offering and a simultaneous $20 million private placement.
• Seabridge Gold: and its wholly-owned subsidiary, KSM Mining ULC, in the sale of $150 million of secured notes.
• Bitcoin Treasury Corporation: represented in a brokered private placement and convertible debenture subscription receipts for $120,733,500..

We also represent clients listing their securities and in their other matters before governmental, regulatory and listing authorities, including the SEC, NYSE, Nasdaq Stock Market, and OTC Markets.

In addition to our transactional work, we have represented Canadian companies in their corporate governance, 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.

• Veren Inc.: Represented Veren Inc. in its merger with Whitecap Resources, a C$15 billion transaction.
• McIntyre Partners: Represented McIntyre Partners and other investors in the sale of their common shares of Greenfire Resources Ltd. to Waterous Energy Funds for an aggregate purchase price of about USD$241 million.
• Greenfire Resources: Merged with M3-Brigade Acquisition (a SPAC) for NYSE listing valuing Greenfire at US$950 million, and simultaneously closed four other financial transactions: a US$300 million senior secured note refinancing; a tender offer retiring US$217 million existing senior secures notes; a CAD$50 million credit facility and a US$42 million PIPE financing.
• Progress Energy Resources Corp.: Sold itself to Petronas for about CDN $5.5 billion.
• Crescent Point Energy Corp.: Acquired Hammerhead Energy Inc. for about CDN $2.55 billion, including approximately CDN $455 million in assumed net debt.
• 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 Corp.: Acquired CDN $900 million of assets from Royal Dutch Shell and a shelf registration for CDN $350 million of securities.
• Whitecap Resources Inc.: In its all-stock merger with TORC Oil & Gas Ltd., valued at about CDN $900 million.
• Tamarack Valley Energy Ltd.: Underwritten offering of common shares for approximately $125.0 million.

Financial Services

Carter Ledyard 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.

Carter Ledyard 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.

For example:

• We also provide patent, licensing and other legal counsel to two companies, Ceruvia Lifesciences LLC and B.More, Incorporated.
• Carter Ledyard also represents defendant Lifescan, Inc., a customer of client Asahi Polyslider, in a patent infringement action brought by Facet Technologies, LLC.  Facet alleges infringement of a patent directed to a technology for blood glucose monitoring.
• Represented music entertainment brand in trademark prosecution, protection and licensing matters.
• Represented real estate developers in trademark prosecution and enforcement matters.
• Represented global advisory firm in trademark prosecution and brand protection strategy

For more information: Intellectual Property