Leading Canadian businesses turn to Cleary Gottlieb to enable their international transactional activities.

We support Canadian companies, investment banks, private equity firms, and other financial investors in cross-border deals as well as supporting international clients operating in Canada. This work has involved a broad range of activities, including:

  • capital markets transactions
  • M&A
  • corporate advisory and corporate governance
  • disclosure advice
  • executive compensation
  • antitrust/competition
  • litigation/arbitration
  • regulatory investigations (including SEC and FINRA)
  • bankruptcy/restructurings

We have extensive familiarity with the Canadian securities law environment from our cross-border work, which is complemented by unique experience among our ranks:

  • Serving on the Ontario Securities Commission (OSC) Securities Advisory Committee
  • Secondment to the OSC to assist in the formulation of the OSC’s “Northbound” Multijurisdictional Disclosure System (MJDS) rules
  • Acting as U.S. counsel to the “Task Force to Modernize Securities Legislation in Canada” and provided advice to the Canadian “Expert Panel on Securities Regulation”

Our partners authored the leading analysis of the U.S.-Canadian MJDS as part of the treatise U.S. Regulation of the International Securities and Derivatives Markets.

We also work seamlessly with the leading Canadian law firms on a full range of cross-border issues.

Notable Experiences

Capital Markets

  • OpenText in over $4 billion in debt capital markets offerings.

  • Atlantic Power in multiple capital markets transactions.

  • Establishment of initial debt offering programs for Ontario Teachers’ Pension Plan Board and its subsidiary Cadillac Fairview Financial Trust, and numerous subsequent offerings.

  • Decades of experience representing Nortel in all forms of SEC-registered and Rule 144A/Reg S offerings.

  • GrafTech International Ltd. and its sole stockholder, an affiliate of Brookfield Business Partners LP, in the company’s $525 million initial public offering and multiple follow-ons.

  • Clearwater Seafoods in its $250 million high-yield Rule 144A/Reg S offering of senior unsecured notes.

  • The underwriters in Royal Gold’s $247 million common stock offering, $370 million convertible bond offering and $300 million convertible bond offering pursuant to the MJDS.

  • The dealer managers in Ivanhoe Mine’s $1.18 billion SEC-registered rights offering.

  • Great-West Lifeco in a $1 billion Rule 144A/Reg S offering of common shares.

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M&A

  • Nortel in its series of 363 bankruptcy code M&A transactions and ground breaking auction of IP assets.

  • OpenText in its $1.42 billion acquisition of Carbonite, $1.62 billion acquisition of Dell EMC’s Enterprise Content Division, $1.165 billion acquisition of GXS Group, and acquisitions of Guidance Software and Actuate.

  • Brookfield Asset Management in several transactions, including its $400 million acquisition of American Realty Capital Hospitality Trust.

  • GFL Environmental in the U.S. aspects of its recapitalization.

  • Atlantic Power in its announced sale to infrastructure funds managed by I Squared Capital.

  • MDC Partners in its announced redomiciliation and combination transaction with Stagwell Media.

  • The special committee of the board of directors of Loral Space & Communications in its definitive agreement with Public Sector Pension Investment Board and Telesat Canada to combine Loral and Telesat into a new Canadian public company.

  • Ontario Teachers’ Pension Plan Board in various acquisition transactions.

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Litigation/Arbitration

  • An independent Americas-based pension plan organization in connection with internal investigation of insider trading allegations and related representation before the CFTC.

  • IMAX in obtaining a favorable settlement in class action litigation alleging accounting fraud. The firm previously obtained a favorable resolution for IMAX in SEC and OSC investigations regarding similar allegations.

  • A leading Canadian cannabis company in an internal investigation of potential violations of U.S. law.

  • Nortel and affiliates in their U.S. Chapter 11 proceedings, including serving as counsel to the U.S. Nortel estate in groundbreaking cross-border litigation on the allocation of billions in sale proceeds.

  • An ad hoc group of bondholders in connection with the restructuring of Stoneway Capital Corporation, a privately held New Brunswick, Canada company headquartered in Buenos Aires, Argentina.

  • Successful defense of Atlantic Power in cross-border securities litigation.

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Antitrust/Competition

  • Alimentation Couche-Tard, owner of the Circle K convenience store chain, on over $6.2 billion of acquisitions, including the purchase of thousands of convenience store and retail gasoline outlets from CST Brands, Holiday, Jet-Pep, and Cracker Barrel.

  • Global antitrust/competition advice on all of Nortel’s 363 bankruptcy code M&A transactions.

  • Global antitrust/competition advice on OpenText’s M&A transactions.

  • Regulatory advice and assistance to TMX Group (holding company for the Toronto Stock Exchange and Montreal Bourse) as part of a consortium of firms acquiring a securities exchange.

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Real Estate

  • Regular counsel to Brookfield Asset Management, including in numerous transactions.

  • Ivanhoe Cambridge in its joint acquisition with ICAMAP of easyHotel.

  • The Canadian Government in the negotiation of a lease for its business operations in New York City.

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Publications

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