U.S. Cross-Border Legal Services

Overview

To meet the needs of clients pursuing business strategies that cross the Canada-United States border, Osler has developed deep expertise in key areas of cross-border business law, including corporate, securities, tax, M&A, corporate finance, financial services, and corporate governance.

Combining our Canadian and U.S. business law services gives our clients a significant “one-stop” advantage – clients receive integrated Canadian and U.S. legal advice more effectively and at a lower cost from one firm, eliminating the need to retain both Canadian and U.S. counsel and reducing the frustration of having to reconcile advice from two separate firms. Where laws and practices are the same between the two countries, we do the necessary legal work once; where they differ, we provide solutions that “bridge the gap.” Either way, our integrated service reduces expense, confusion and potential delays for our clients.

Mergers & Acquisitions

A leader in M&A, we have had a key advisory role in a number of the most important Canadian M&A transactions announced or completed over the past decade.

Our clients turn to us when buying and selling Canadian and U.S. entities, acquiring minority investments and entering into joint ventures, and we provide integrated cross-border advice on Canadian and U.S. securities laws, Canadian federal and provincial laws, Delaware and New York corporate laws, and stock exchange rules.

Osler’s New York-based lawyers also advise on public and private tender and exchange offers, private acquisitions and divestitures, spin-offs and “going private” transactions. We counsel clients on their disclosure obligations under both Canadian and U.S. federal securities laws in connection with their acquisitions and dispositions. Our work regularly includes discussions with representatives of the U.S. Securities and Exchange Commission and Canadian Securities Administrators, the stock exchanges and financial advisors.

Working closely with our Canadian colleagues, our U.S. lawyers advise Canadian brokers/dealers with respect to fairness and valuation opinions in cross-border M&A transactions and the subsequent U.S. disclosure obligations.

Capital Markets & Securities

We regularly provide public and private companies and investment banks with advice on a broad range of cross-border securities offerings, including registered debt and equity offerings most commonly under the Multijurisdictional Disclosure System, initial public offerings, investment-grade and high-yield debt offerings (both SEC-registered and under Rule 144A/Regulation S), shelf registrations, secondary offerings and Regulation D/Section 4(a)(2) private placements.  

Our work includes advising on restructuring companies in advance of cross-border IPOs; negotiating terms of complex securities, including preferred stock, convertible debt and warrants and covenant packages in high-yield debt securities; drafting prospectuses/offering circulars, preparing and negotiating underwriting agreements, indentures and fiscal agency agreements; and conducting due diligence.

We also regularly counsel cross-listed public companies and their stockholders on reporting and disclosure requirements under both Canadian and U.S. federal securities laws, proxy solicitations, stock exchange compliance matters, corporate governance, and Sarbanes-Oxley and Dodd-Frank compliance. In addition, our lawyers are experienced with cross-border debt and equity tender offers and exchange offers, "going private" transactions and rights offerings, restructurings, recapitalizations and spin-offs.

For our Canadian and U.S. investment banking clients, we provide integrated advice with respect to pitch materials, engagement letters, research and publicity restrictions, and counsel them on compliance with FINRA and IIROC regulations.

We also assist Canadian and U.S. private companies and their financial advisors with the many complex issues that arise in early-stage capital raising and during the transition to public ownership. We advise companies with respect to management and board structure, intercompany relationships and conflicts, the adoption of new corporate charters, bylaws and committee charters, confidentiality agreements, compensation arrangements for officers, directors and employees, and in dealing with stockholders.

Corporate Law and Corporate Governance

Corporate governance is of vital importance to our clients and their stakeholders. Drawing on our experience on both sides of the border, Osler advises clients on both Canadian and U.S. corporate law and corporate governance requirements, offering practical insights into how changes to corporate law and corporate governance rules and enforcement, as well as investor expectations, will affect our clients’ business strategies.

Our lawyers routinely advise U.S. and Canadian reporting or inter-listed companies on corporate governance requirements and “best practices” (whether originating under Canadian requirements or the U.S. Sarbanes-Oxley Act or Dodd-Frank Act), including:

  • independence requirements for audit committee members, audit committee responsibilities and audit committee financial expert qualifications

  • independent auditor requirements, prohibited non-audit services and the requirements for providing permitted non-audit services

  • the establishment and effective maintenance of disclosure controls and procedures, disclosure policies and disclosure committee charters

  • internal control over financial reporting, management assessment and disclosure responsibilities and auditor attestation requirements

  • independent director requirements for the board and its committees

  • shareholder approval requirements for stock issuances in connection with private placement transactions and equity compensation plans

  • corporate governance practices disclosure

Tax

The success of a business, a transaction or a new venture can depend on the quality of the tax advice provided. We count some of Canada’s largest multinational corporations are among our clients, and we are at the heart of most innovative international transactions involving Canadian entities. Our Tax Group includes leading experts in the taxation of mergers and acquisitions, general taxation advisory matters, tax litigation, and dispute resolution and cross-border taxation.

We provide U.S. federal tax advice on a broad range of activities, including taxable and tax-free acquisitions, spin-offs and financings. This combined experience and expertise in both countries means that Osler can provide fully integrated, high-quality strategic and practical tax advice to meet our clients’ needs.

Financial Services

Osler’s Financial Services Group advises some of North America’s leading financial institutions and corporate borrowers on a wide variety of U.S. and cross-border debt financing transactions, including syndicated secured and unsecured credit facilities, acquisition finance facilities, leveraged finance transactions (such as second lien financings in the context of leveraged buyouts), unitranche, mezzanine, holdco PIK and subordinated debt financings, commercial and asset-based lending, and traditional private placements. We are active in representing agents and lenders on syndicated lending transactions, private equity sponsors in connection with their portfolio companies’ financing needs and corporate borrowers in connection with their bank facilities. We also have experience in swaps and ISDA Master Agreements (including the regulation of derivatives under Title VII of Dodd-Frank), financings to fund of funds in multiple jurisdictions, receivables sales, lease financing, securitizations and structured finance transactions.

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Paul Seraganian

New York Managing Partner
New York

Marc Kushner

Partner, Corporate
New York

Rob Lando

Partner, Corporate
New York

Andrew G. Herr

Partner, Financial Services
New York
  • Maverix Metals Inc.

    The underwriters in the US$45.54 million cross-border secondary offering of common shares of Maverix Metals Inc. by Pan American Silver Corp.

  • Abacus Health Products Inc.

    Abacus Health Products in its acquisition by Charlotte’s Web

  • Encana

    Encana in its reorganization and establishment of corporate domicile in the U.S.

  • Maple Leaf Foods

    Maple Leaf Foods in its sustainability-linked credit facilities

  • Maverix Metals Inc.

    Maverix Metals Inc. in its US$74 million acquisition of the royalty portfolio of Kinross Gold Corporation

  • ScribbleLive

    ScribbleLive in its acquisition by Rock Content

  • Uberflip

    Uberflip in its acquisition of SnapApp

  • Trufan

    Trufan in its acquisition of SocialRank

  • Cowen and Company, LLC

    Cowen and Company and the underwriters in Sundial Growers’ US$143 million U.S. and Canadian IPO of common shares and NASDAQ listing

  • Kinross Gold Corporation

    Kinross in its agreement with N-Mining Limited to acquire Chulbatkan for US$283 million

  • Fairstone Financial Inc.

    Fairstone Financial Inc. in connection with its US$300 million note offering

  • CIBC World Markets

    CIBC World Markets in Osisko Gold Royalties' $110.7M secondary bought deal offering

  • Natural Partners

    Natural Partners Fullscript in its US$25 million ($34 million) Series B financing round.

  • Delta-v Capital

    Delta-v Capital in its US$23 million investment in OSF Global Services.

  • Radical Ventures L.P.

    Radical Ventures in the launch of a new $471 million fund.

  • Rideau Inc.

    Rideau in its addition to Engage2Excel Group of Companies

  • SemCAMS

    SemGroup in its $1.8 billion joint venture with KKR including acquisition of Meritage Midstream from Riverstone

  • China Molybdenum Co., Ltd.

    China Molybdenum Co., Ltd. in its proposed acquisition of IXM B.V. from NCCL Natural Resources Investment Fund for US$495 million

  • The Bank of Nova Scotia

    The Bank of Nova Scotia in the sale of its Caribbean banking operations to Republic Financial Holdings Limited

  • Abacus Health Products

    Abacus Health Products in its going public transaction by way of a reverse takeover, US$15 million concurrent financing and listing on the Canadian Securities Exchange

  • Abacus Health Products Inc.

    Abacus Health Products in its $34 million financing

  • Neptune Wellness Solutions Inc.

    Neptune Wellness Solutions in its proposed acquisition of SugarLeaf for up to US$150 million

  • Husky Energy

    Husky Energy in its US$750 million offering of senior unsecured notes

  • Quad-C Management

    Quad-C Management on its investment in S.i. Systems

  • Caisse de dépôt et placement du Québec

    Caisse de dépôt et placement du Québec in its $200 million investment in Plusgrade

  • Chambers Global: The World's Leading Lawyers for Business: International & Cross-Border Transactions in Canada (Band 1)