The U.S.-Canada border is the boundary for the world’s largest international trading relationship and a substantial flow of people and investments. Our lawyers are experienced in bridging the gap between the Canadian and U.S. legal requirements that apply to cross-border transactions. Although we limit our practice to U.S. law, our experience in handling cross-border matters adds significant value to the planning and structuring stages of a transaction.
The increasing need for specialization is reflected in the multiple practice groups within our business, employment and litigation departments. Our experienced attorneys are able to quickly identify significant issues, evaluate exposures and forge successful, cost-effective solutions.
We provide a full range of U.S. legal services to emerging and established businesses, as well as individuals, on a regional, national and international level.
In the context of our U.S.-Canada Cross-Border Practice, our pertinent experience for our Canadian clients includes the following:
- Regulatory compliance of federal, state and local laws
- International, federal, state and local taxes impacting corporations and individuals
- Banking and financial services
- Environmental compliance
- Acquiring, establishing, divesting or spinning off, and financing subsidiaries, divisions and operations of Canadian interests
- Natural resources and forest products
- International business and investment
- Real estate and land use
- Cross-border trade and NAFTA issues, including business immigration
- Health care and long term care
- Retail distribution and trade regulation
- Estate planning
- Intellectual property, including patent, copyright, trademark, trade secret, distribution, franchising and trade regulation
- Life sciences and biotechnology
Labor and Employment
We represent management of Canadian interests in the entire range of U.S. labor and employment matters and issues, serve clients in virtually every industry in both the private and public sectors, and assist clients with matters relating to the following:
- Immigration and the hiring of non-U.S. citizens
- Labor relations
- Employee benefits (ERISA, COBRA, etc.)
- Employment discrimination issues
- Wrongful discharge issues
- Employment agreements
- Civil rights claims
- Non-compete agreements
- Employment-related reductions in force and corporate reorganization issues
- Director and officer liability
- Representation before federal and state labor and employment agencies
- Stock option plans for highly compensated executives and other employees
We represent Canadian interests in all aspects of U.S. commercial litigation, including trials and appeals in all state and federal courts; federal, state and self-regulatory administrative proceedings; and arbitrations and mediations under alternative dispute resolution procedures.
The broad range of litigation matters that we handle include the following:
- Complex litigation
- Employment and labor law
- Antitrust and trade regulation
- Commercial cases
- Health care
- Creditor, debtor and bankruptcy, business reorganization, and insolvency law
- Intellectual property and e-business
- Admiralty and maritime law
- White collar criminal defense
- Government enforcement
Our Canadian clients know they can rely on us to help them do business in the Pacific Northwest.
- Advised Canadian-based uranium exploration and development company on multiple acquisitions and joint ventures in the United States.
- Represented large Canadian institutional investment fund manager on U.S. federal income tax issues in structuring public sector pension plan investments in the United States.
- Represented large Canadian institutional fund manager in structuring $685 million investment transaction to reduce potential impact of U.S. federal income tax laws.
- Provided U.S. tax advice to two of the largest Canadian institutional fund managers on acquisition of a publicly traded utilities company in the Pacific Northwest by a consortium consisting of six investment groups for $5 billion cash. The consortium consisted of foreign public sector pension plans and governmental agencies.
- Represented corporation established under the Public Guardian and Trustee Act of the Province of British Columbia in determining the U.S. tax issues related to a trust formed by court order, the tax implications to the beneficiaries, and the obligations of the organization as trustee.
- Assisted Canadian physician membership association with its investment structure in the United States and the U.S. tax issues arising from the investment structure.
- Represented a multi-employer defined benefit pension plan with respect to whether it qualifies for exemptions from U.S. federal tax.
- Advised leading high technology company supplying seedlings to the global forest industry on U.S. tax advice regarding U.S. debenture holders.
- Provided U.S. tax and securities advice to a British Columbia corporation in connection with the issuance of common stock to U.S. and Canadian investors. Assisted in the drafting of the private placement memorandum and provided advice regarding the U.S. tax consequences of the passive foreign investment company rules, the proposed ownership structure and possible withholding obligations for the corporation.
- Provided U.S. tax advice related to the structuring of research and development, manufacture and sales of video game software by Canadian, U.S. and Irish public and private companies.
- Represented the Canadian Monitor and the petitioners of two mining companies that had commenced a case under the Canadian Companies’ Creditors Arrangement Act (“CCAA”) by commencing an ancillary proceeding under Chapter 15 of the U.S. Bankruptcy Code to protect and preserve the Companies’ assets and contracts located within in the United States for the benefit of the companies’ creditors. After the CCAA proposal was rejected by the Canadian note holders, the Firm represented the Interim Receiver appointed in the CCAA Case and provided legal assistance in several matters, including the sale of portable storage units and a mill located in the United States and provided a legal analysis of lien priorities between U.S. and Canadian creditors as to several assets.
- Represented a Canadian Bankruptcy Trustee in preventing a former stock broker who had defrauded several investors out of millions of dollars from filing bankruptcy in the United States after his Canadian bankruptcy proposal was rejected by creditors. Obtained dismissal of the debtors U.S. Bankruptcy Case and then filed the first Chapter 15 cross border proceeding filed in the United States in order to investigate and pursue potential assets and examine the debtor concerning potential assets. Also obtained entry of an order that requires that all decisions concerning the discharge or dischargeability of debts included in the Canadian case be handled by the Canadian court.
- Represented the Interim Receiver appointed in a case commenced under the CCAA to replace the board of a U.S. subsidiary and file a companion Chapter 11 case of the subsidiary in order to liquidate it in coordination with the CCAA case and cooperation with the Canadian Interim Receiver. Sued the former officers and directors and obtained a settlement which was incorporated into the Chapter 11 plan as part of this representation.
Mergers and Acquisition
- Represented U.S. real estate investment advisors in sale of a minority interest to a Canadian real estate company and Canadian pension funds.
- Structured acquisition vehicles for purchase and operation of commercial property by Canadian investors.
Joint Ventures and Start-ups
- Represented Canadian public company and partners with a U.S. start-up engaging in manufacture, sale and distribution of health products in the United States.
- Advised numerous U.S. and Canadian clients on joint venture arrangements (including structuring the joint venture, operations, tax issues and sales of the businesses) in various industries, including: software sales and development; transportation and logistics; aircraft and other industry part manufacturing; fiber optic installation; consulting; design, manufacture and installation of rain guard systems for residential and commercial real estate.
- Acted as U.S. counsel to the agent bank in the restructuring of an approximately $12 billion syndicated credit facility extended to a Canadian mining company with extensive holdings in the U.S.
- Acted as counsel to U.S.-based forest products company in negotiation and documentation of a $90 million syndicated credit facility (with a $130 million accordion feature) involving subsidiary guarantors and collateral located throughout Canada.
- Assisted technician with satisfying immigration and customs requirements for technical service work in the U.S.
- Assisted architectural firm with temporary and permanent immigration of Canadian architects and technicians working in the U.S.
- Assisted with review and revision of employment and non-compete agreement for key sales representative transferring from Canada to the U.S.
- Assisted company with temporary and permanent immigration of Canadian executives, managers and technicians to transfer to the U.S.
- E-2 investor visa and intracompany transfer for company executives from Canada to the United States.
Design & Construction
- Regularly represents Canadian engineering firm with U.S. contracts involving building design, development of innovative construction materials and techniques.
- Represented Canadian specialty contractors in disputes involving commercial projects.
- Advised U.S. beneficiary of Canadian estate on U.S. issues related to inheritance and bequeath of interests in passive foreign investment company.