Canada


Canada

Morrison & Foerster is one of the most active global law firms representing Canadian companies, investment banks, pension plans, private equity funds, and REITs on transactions and disputes in the U.S, Asia, and Europe. Canadian clients turn to MoFo attorneys for assistance with their legal needs outside of Canada in the areas of mergers and acquisitions, private equity, capital markets, project and bank finance, intellectual property, tax, high-stakes litigation, and bankruptcy. They select MoFo for our recognized strengths in technology, life sciences, alternative energy, infrastructure, power, financial services, REITs, and mining. A predominant part of our Canada-related work involves representing Canadian companies with their transactions in the U.S., Europe, and Asia (under U.S. or non-Canadian law). We work closely with local Canadian co-counsel to assist our global clients in completing their transactions in Canada.

Jonathan Melmed, based in New York, is dual qualified in New York and Québec. He chairs our Canada practice, having worked on numerous cross-border U.S.-Canada transactions ranging from several millions to several billions of dollars. Jonathan's practice focuses on representing Canadian clients with their global M&A, private equity, hybrid project finance/M&A, and securities matters outside of Canada. These clients have included Axium Infrastructure, The Bank of Montreal, Brookfield Renewable Energy Partners, the Caisse de Dépôt et Placement du Québec, Canadian National Railway Company, Export Development Canada (EDC), Goldcorp, Kruger Energy, Morguard Corporation, OMERS Private Equity (USA), and Transmission Developers, among others.

Our capital markets and financial services lawyers work with a number of Canadian banks on their financing transactions, assisting the banks with their offerings of debt securities, covered bonds, bank notes, structured products, commercial paper and other instruments into the U.S. and Euro markets. We also advise the banks on the securities disclosure and compliance matters related to these offerings and to their investment banking and commercial banking activities in the United States and Canada. We represent the banks as derivatives dealers and assist with their compliance with the Dodd-Frank Act as well as EMIR and MiFID in Europe, and with derivatives transactions. Our financial services colleagues assist in helping the banks address compliance with the Dodd-Frank Act, including the Volcker Rule, the intermediate holding company requirement and other similar matters. On the consumer bank regulatory side, our colleagues have advised the banks on their acquisitions of credit card portfolios and other financial assets. Our litigation colleagues advise on enforcement and investigations arising from activities in the United States.

MoFo attorneys have worked on the following matters:

Mergers & Acquisitions/Private Equity

  • Representing GreenSoil Investments in connection with the formation of a growth equity fund to invest in North American companies that provide efficiency-improving products and services to real estate owners and operators.
     
  • Represented Fiera Axium Infrastructure in connection with an acquisition of a 49% private equity interest in a wind farm portfolio located in Oregon State from EDP Renewables North America.
     
  • Represented Morguard Corporation in connection with a $453M acquisition of certain multi-family residences from Pearlmark.
     
  • Represented Japan-based Mitsui in a private equity investment in a GDF Suez Canada’s 680 MW wind farm aggregation.
     
  • Representing a co-lead investment bank as financial advisor to CNOOC Ltd., China’s largest producer of offshore crude oil and natural gas, in its pending $19.4 billion acquisition of Calgary-based Nexen Inc., a Canadian upstream oil and gas company.
     
  • Representing Fiera Axium Infrastructure Inc. with respect to a North American fund formation transaction.
     
  • Representing a Canadian healthcare company in connection with a U.S. high yield offering.
     
  • Represented Morgaurd (a Canadian REIT) in a private equity transaction in California.
     
  • Represented Sierra Geothermal Power Corp., a Vancouver-based geothermal company in a joint venture with a U.S. developer in Nevada.
     
  • Represented the Ontario Teachers Pension Plan in its private equity investment in an energy company in Brazil.
     
  • Represented the Seagram Company Ltd. in its $5.76 billion acquisition of 80% of MCA Inc.
     
  • Represented a consortium (including a prominent Canadian pension plan) in a M&A transaction involving a transportation asset in an emerging market.
     
  • Represented Jean Coutu Group PJC), Inc. in the $2.375 billion acquisition of over 1,500 drugstores comprising Eckerd's Northern and Mid-Atlantic drugstore business from J.C. Penney, Inc. and the subsequent $3.4 billion sale of its Eckerd and Brooks drugstore business to Rite Aid Corporation.
     
  • Represented Vale in tender offer bid for all of the outstanding shares of capital stock of Montreal-based Alcan Inc. The winning bid was for $38 billion.
     
  • Represented G.E. in its bid for Hydro-Québec's controlling interest in HQI Transelec Chile S.A. The winning bid was for $1.8 billion.
     
  • Represented Montreal-based Induspac in its sale of a wholly-owned subsidiary to Forest Resources, LLC.
     
  • Represented Tri-White Corporation, a Canadian merchant bank in a M&A transaction involving a Connecticut-based company.
     
  • Represented OMERS Capital Partners, the private equity arm of the Ontario Municipal Employees Retirement System (OMERS) in its acquisition of all of the outstanding shares of Give and Go Holdings Corp., the North American market leader in premium thaw-and-serve sweet baked goods.
     
  • Represented Barrick Gold Corporation in its acquisition through merger of Homestake Mining Company.
     
  • Represented Southern Cross Group in the structure and formation of a Canadian private equity fund targeting investments in Latin America.
     
  • Represented Magna E-Car Systems of America in a proposed venture capital investment in a U.S. solid state battery manufacturer.
     
  • Represented OMERS Private Equity in a proposed M&A transaction.
     
  • Represented Vancouver-based Goldcorp Inc. in a multi-billion dollar joint venture/project financing transaction in an undisclosed emerging market.
     
  • Represented OMERS Capital Partners, a Toronto-based pension fund, in its leveraged buyout of Market Wire Inc., a media company based in California.
     
  • Represented Morguard Corporation and Revenue Properties Company Limited in its $434 million acquisition of Sizeler Property Investors, Inc., a U.S. public real estate investment trust listed on the New York Stock Exchange (NYSE).
     
  • Represented Morguard in an acquisition of the Boynton shopping center located in Florida.
     
  • Represented Toronto-based Morguard in a U.S. joint venture in connection with the acquisition of certain real estate properties in New Jersey.
     
  • Represented a Turkey-based company in a M&A transaction involving the U.S. and Canada.
     
  • Represented Empire Avenue in connection with a venture capital financing led by U.S. Silicon Valley venture capital firms. We continue to represent the company.
     
  • Represented China Gold International Resources Corp. in its $742 million acquisition of Jiama Mine.
     
  • Represented BakBone, a Canadian company located in Southern California in its acquisition by Quests Software.
     
  • Advised a Canadian company on the acquisition of a listed Hong Kong company's Hong Kong subsidiary with manufacturing assets in the PRC.
     
  • Advised a listed Canadian mining company on the acquisition of interests in a series of exploration projects in western and southwestern China.
     
  • Advised a listed Canadian mining company on the withdrawal from joint venture mining company in China.
     
  • Advised a listed Canadian mining company on the PRC licensing regime in connection with its investment in copper and gold exploration activities in western China.
     
  • Advised a listed Canadian Company on Chinese issues related to takeover of another listed company with mineral activities in western China.

Securities

  • Representing Trimel Pharmaceuticals Corporation in a U.S. private placement of equity securities.
     
  • Represented Great Western Diamond Corp., a Calgary mining company, in its U.S. private placement of various equity securities in connection with its simultaneous Canadian public offering.
     
  • Representing Ontario-based RBC Dominion Securities and JMP Securities in a U.S. equity offering in the life sciences sector.
     
  • Represented Magna Entertainment Corp. in connection with its dual offering of shares of common stock on the Nasdaq National Market and the Toronto Stock Exchange.
     
  • Represented a Canadian REIT on a cross border REIT IPO transaction.
     
  • Represented a Canadian bank in the first covered bond deal ever registered with the Securities and Exchange Commission.

Project Finance/Bank Finance

  • Represented Future Electronics in an Asia & European financing transaction.
     
  • Represented one of the largest banks in Canada in a U.S.-Canada financing.
     
  • Represented Manulife Corporation in a U.S.-Canada financing of a wind farm.
     
  • Represented BMO Capital Corp. in its financing of a frozen food company by the venture capital arm of a Canadian bank.
     
  • Represented the venture capital arm of an investment bank in its secured financing of Montreal-based Europe's Best, a frozen food company.
     
  • Represented CIBC World Markets and Citigroup Global Markets in the proposed $1 billion acquisition financing to a private equity sponsor bidding for the right to purchase four marine terminal ports in New York, New Jersey, and British Columbia.
     
  • Represented Export Development Canada ("EDC") in a bilateral financing in the UK.
     
  • Represented TDI-USA Holdings Corp. ("TDI USA"), a wholly-owned subsidiary of Toronto-based Transmission Developers Inc. ("TDI"), for the purpose of developing the assets of three transmission projects in the United States, financed by The Blackstone Group for over $1 billion.
     
  • Represented Export Development Canada in a $250 million bilateral loan financing of Petrobras in Brazil.
     
  • Represented Calgary-based Xtreme Coil Drilling Corp. regarding U.S. matters relating to a secured financing by HSBC Bank.
     
  • Advised a Canadian developer in relation to the development of a hydropower facility in southern China.
     
  • Assisting CIBC with lending matters.
     
  • Advised a listed Canadian company on a series of exploration projects in southwestern China.

Tax

  • Provide corporate and tax services to Canadian Superior Energy.
     
  • Providing state tax work for Powerex Corp., the power trading subsidiary of BC Hydro and the Crown Corporation, including representation in a pending case and providing US tax advice.
     
  • Provide tax advice to Transcanada Pipelines and Provident Energy Trust.
     
  • Performed U.S. state and local tax work for a Canadian company that is relocating its supply chain (inventory storage) from Mexico to the U.S.
     
  • Advised a listed Canadian mining company on the PRC tax issues with respect to its copper and gold mining projects in Xinjiang, China.

Litigation

  • Represented OMERS Private Equity (USA) with respect to a commercial dispute involving one of their U.S. portfolio companies in the media sector.
     

Contact

Jonathan M. A. Melmed
Partner
New York
(212) 468-8005

Contact
Jonathan M. A. Melmed
(212) 468-8005
jmelmed@mofo.com


Ranked #6 for announced deals involving Canada in 2015.
Thomson Reuters


M&A and Private Equity
Our M&A and private equity team has been recognized by Chambers, IFLR1000, Legal 500, and U.S. News – Best Lawyers for corporate/M&A in 2015.


Recipient of the Client Service Award for corporate/M&A work.
Chambers USA 2014


M&A Group of the Year
Law360 2013


Capital Markets
Our capital markets team has been recognized by Chambers Global, Legal 500, IFLR, U.S. News – Best Lawyers, and other leading publications in 2015.


Project Finance
Won the 2015 Global Legal Award for Global Project Finance Deal of the Year for the Freeport LNG project financing.
The American Lawyer


Intellectual Property
Named a Practice Group of the Year for Intellectual Property.
Law360 2014, 2012


Litigation
Named Law Firm of the Year for Litigation – Securities and Litigation – Tax.
U.S. News & World Report/Best Lawyers 2015


Bankruptcy + Restructuring
Named Bankruptcy Firm of the Year.
Chambers USA 2013


“Their greatest strength is the ability of the firm to work across jurisdictions seamlessly.”
Chambers Global


#1 in Cleantech / Renewable Energy
–2013 Vault Guide


Canada M+A PE Deal Report
Canada Deal Update


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