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Contact

28 Liberty Street
41st Fl.
New York, New York 10005
D/212-238-8619

I contribute my intelligence and professionalism to every client matter in an effort to enable clients to achieve their objectives. Clients benefit from both my decades of experience and diligence in staying current on new developments and strategies that might help them.

Guy Lander is a corporate and securities lawyer practicing in the areas of corporate finance, mergers and acquisitions and financial services regulation. He represents numerous U.S. and international companies and financial institutions in a broad range of transactions. Every year, Guy handles scores of matters related to capital markets, including U.S. and international public and private offerings of debt and equity, SPACs, IPOs, Rule 144A placements, Regulation S cross-border offerings, MJDS offerings, listing companies on U.S. exchanges and related corporate governance, as well as tender and exchange offers, mergers, acquisitions and de-SPAC transactions.

Guy has extensive experience advising many individuals and  organizations based in the U.S. and abroad, including the UK and its commonwealth countries, and in particular, in cross-border work with Canada.

He also devotes a significant part of his practice to regulatory matters for U.S. and international securities brokerage firms, investment advisers, and funds, helping them navigate their formation, structuring, registration, compliance, business activities, and significant transactions.

Guy is the prolific author of four books on securities law: the highly regarded treatise U.S. Securities Law for International Financial Transactions and Capital Markets, 3 Vols., West Group; What is Sarbanes-Oxley, McGraw Hill; U.S. Securities Regulation: All You Need to Know About Going Public, Listing, Reporting and Private Placements, Institutional Investor-Euromoney Books; Resales of Restricted Securities Under SEC Rules 144 and 144A, BNA Corporate Practice Series, as well as numerous articles for legal and securities industry journals.

Over the course of his career Guy has played a significant role in changing and influencing the U.S. securities laws. He represented InfrarRed Associates, which obtained a no-action letter that led to the creation of Regulation S (for cross-border offerings). He was a member of the ABA task forces that worked on the development of Regulation S, Rule 144A (enabling underwritten private placements) and drafted Rule 15a-6 (regulating non-U.S. broker dealers). He also obtained an amendment to Rule 13d-1 (enabling non-U.S. financial institutions to file Schedule 13G) and an SEC interpretation clarifying the resale rules of Regulation S among others.

Guy served as the:

  • 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 Section on Business Law of the NYSBA
  • Chairman of the Committee on Securities Regulation of the New York State Bar Association (NYSBA)

When he was still in law school, Guy and a partner started the company, The Legal Research Group, Inc., which they ran for a few years, providing legal research to lawyers and law firms across the country.

Experience

Securities

  • National Bank of Canada: CDN $3 billion commercial paper program.
  • Crescent Point: Offering of CDN $750 million of common shares.
  • 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.

Mergers & Acquisitions

  • Greenfire Resources merges with M3-Brigade Acquisition for NYSE listing valuing greenfire at US$950 million, and simultaneously completed several financing transactions, a US$300 million senior secured note refinancing, tender offer retiring US$217 million existing senior secured notes and CAD $50 million new credit facilities as well as a US$42 million PIPE financing progress energy resources.
  • Corp.: Sold itself to Petronas for about CDN $5.5 billion.
  • 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.

Illustrative Matters Before Joining Carter Ledyard

  • 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.
  • 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.

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.

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