Canada

Paul, Weiss is an acknowledged leader among U.S. law firms representing companies and other entities doing business in Canada. With more than 40 years of history in Canada and a dedicated office in Toronto, our vibrant and growing Canada practice is the largest among U.S. law firms and reflects Paul, Weiss’s long-standing commitment to our clients in their Canadian–U.S. cross-border matters.

Jump to:  Why Paul, Weiss? | Our Practice | Clients | Industries | Recognitions | Representative Engagements

Why Paul, Weiss?

The breadth and depth of skill provided by our Canada practice is unique among U.S. law firms. Our lawyers specialize in cross-border mergers and acquisitions, private equity and capital markets transactions. Because our Canadian cross-border transactions often require an interdisciplinary approach, we work closely with all of the firm’s practice groups in order to bring together the skills and experience necessary to achieve our clients’ objectives.

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Our Practice

Paul, Weiss represents Canadian issuers and their underwriters seeking access to U.S. capital markets through both public and private offerings of all types of equity and debt securities. We also provide our clients with ongoing advice regarding SEC developments, continuous disclosure and corporate governance.

Our lawyers represent clients on cross-border acquisitions between U.S. and Canadian companies. We advise clients on the full range of tactical and legal issues in the context of negotiated and hostile transactions and on post-acquisition integration, including tax planning and employee benefits advice, as well as proxy contests.

Long recognized as one of the premier litigation departments in the United States, Paul, Weiss handles cross-border lawsuits, administrative proceedings and investigations for pre-eminent Canadian companies. We also represent our Canadian clientele in complex international arbitrations.

Our Canada practice has achieved prominence working with private equity and other major funds and has established significant relationships with financial services companies. We have served as counsel for the Government of Canada in a number of significant transactions, including in its role as selling shareholder in the General Motors IPO, the largest transaction of its kind in North American history, and the privatizations of Petro-Canada and Canadian National Railway.

The firm is also widely recognized for its capabilities in the areas of:

Antitrust Bankruptcy and Corporate Reorganization Employee Benefits and Executive Compensation  Finance	Intellectual Property Personal Representation Real Estate Tax

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Clients

Our commitment to Canada is demonstrated by the clients we serve. Some of our representative clients include:

Public and Private Companies: AbitibiBowater Agrium Canadian Natural Resources Canadian Oil Sands Canadian Pacific Railway Cenovus Energy Eldorado Gold Encana Government of Canada Harvest Ivanhoe Mines Husky Energy Nexen MEG Energy New Gold PrimeWest Energy Trust Province of Alberta Silver Wheaton Suncor Energy Superior Trust Stantec Teck Resources Western Coal Yamana Gold

Sponsor and Fund Clients: Birch Hill Caisse de dépôt Canadian Pension Plan Carlyle CI Capital Partners Fortress General Atlantic JH Investments KKR KPS Oak Hill Oaktree Onex Ontario Teachers Towerbrook TPG Capital Wellspring

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Industries

Some of the industries in which we regularly engage include:

Aerospace Biotechnology Chemicals Consumer Products and Retail Financial Services Healthcare/Pharmaceuticals Industrials and Manufacturing Infrastructure and Renewable Energy

Insurance Media and Entertainment Metals and Mining Oil and Gas Real Estate Technology/Telecommunications Transportation

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Recognitions

Our practice is consistently recognized for its work. Recent honors include:

• The American Lawyer
  • Highlighted in the “Canada Report” for its role in notable Chinese company acquisitions of Canadian energy and mining companies, including China National Petroleum Corporation and Teck Resources Limited. (2010)
  • Named the “go-to firm” for Canadian oil and gas companies in the “Special Report on Canada.” (2010)
• The American Lawyer, “Canadian Big Deals” (2008 – 2012)
  • Quadra FNX Mining/KGHM Polska Miedz S.A.
  • Daylight Energy/Sinopec International Petroleum Exploration and Production Corporation
  • Canadian Tire Corporation/Forzani Group
  • Intact Financial Corporation/AXA Canada
  • Western Coal/Walter Energy
  • Ivanhoe Mines/Rio Tinto
  • Quadra Mining/FNX
  • Caisse de dépôt et placement du Québec Offering
  • Eldorado Gold/Sino Gold
  • Harvest Energy Trust’s Takeover by KNOC
  • Hunting Plc
  • Teck Cominco/Fording
  • Encana Corp. Split
  • Agrium/UAP Holding
• Lexpert
  • “Northern Exposure”
    • Featured as one of the leading U.S. law firms to have established a successful Canada practice. (2009)
  • “Big Deals”
    • Sprott Physical Silver Trust (2012)
    • Perseus Mining Ltd. (2012)
• The Financial Times
  • “U.S. Innovative Law Firms” (One of Top Ten – 2010)
    • Highly Commended in Corporate Law (Shanghai Disney)
    • Highly Commended in Energy (EnCana Corp. Split)
    • Commended in Finance (Exit Financing Strategy for AbitibiBowater’s Restructuring)
• Corporate Board Member
  • One of “America’s Best Corporate Law Firms.” (2006-2011)
• Chambers USA
  • (National) Capital Markets: Debt and Equity (Edwin S. Maynard – 2009-2011)
• Legal 500
  • M&A – Mega-Deals (Matthew W. Abbott – 2011)
  • Capital Markets: Debt Offerings “Advice to Issuers” (Andrew J. Foley – 2009-2011 and Edwin S. Maynard – 2011)
  • Capital Markets: High Yield Debt Offerings “Advice to Issuers” (Andrew J. Foley – 2011)
  • Capital Markets: Equity Offerings “Advice to Issuers” (Edwin S. Maynard – 2009-2011 and Andrew J. Foley – 2011)
• Crain’s New York Business
  • Practitioner recognized as “40 Under 40” rising star. (Ariel J. Deckelbaum – 2010)
• Investment Dealers’ Digest
  • Practitioner recognized as “40 Under 40” rising star. (Matthew W. Abbott – 2009)

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Representative Engagements

Mergers and Acquisitions

Agrium in its A$1.2 billion acquisition of AWB Limited. (August 2010)

Canadian Pacific in a proxy contest with Pershing Square Capital Management, whereby Pershing is seeking to replace members of the Board of Directors following Pershing’s purchase of over 14% of Canadian Pacific. (Pending)

Canadian Tire Corp. in its Cdn.$771 million merger with Forzani Group Ltd. This deal was recognized in the “Big Deals” section of The American Lawyer. (August 2011)

Eldorado Gold Corporation in its acquisition of Australian Sino Gold Mining Limited for Cdn.$2 billion. This deal was recognized in the “Big Deals” section of The American Lawyer. (August 2009)

Encana Corp. in their multi-billion dollar reorganization and financing transaction to create two separate Canadian and U.S. public companies. This deal was recognized in the “Big Deals” section of The American Lawyer. (November 2009)

Harvest Energy Trust in its acquisition by Korean National Oil Corporation for US$3.9 billion. This is the second largest foreign takeover ever completed by a Korean company. This deal was recognized in the “Big Deals” section of The American Lawyer. (December 2009)

JH Investments, Oaktree Capital Management and TPG Capital in their US$1.2 billion acquisition of the North American home building business of Taylor Wimpey. (July 2011)

Maple Group Acquisition Corporation, a consortium of thirteen leading Canadian financial institutions, pension funds and capital markets participants, in an unsolicited Cdn.$3.9 billion cash offer for up to 80 percent of the shares of TMX Group, the public parent of the Toronto Stock Exchange. (Pending)

Pembina Pipeline Corp., an operator of Canadian gas and oil pipelines, in its agreement to buy Provident Energy Ltd. for $3.1 billion. The addition of Provident's natural gas liquids assets will create one of Canada's largest publicly traded energy-infrastructure companies. (April 2012)

Pengrowth Energy Corp., a Canadian producer of oil & natural gas, in its acquisition of NAL Energy Corporation. (Pending)

Quadra Mining Ltd. in its merger with FNX Mining Company. This deal was recognized in the “Big Deals” section of The American Lawyer. (May 2010)

Rockstar Bidco, a consortium of technology companies including Sony, RIM, Apple, Microsoft and Ericsson in the US$4.5 billion purchase at auction of Nortel Networks’ portfolio of over 6000 patents. This deal was recognized in the “Big Deals” section of The American Lawyer. (July 2011)

Western Coal in its acquisition by Walter Energy for Cdn.$3.3 billion. This deal was recognized in the “Big Deals” section of The American Lawyer. (April 2011)

Capital Markets and Securities

AbitibiBowater Inc. in numerous public offerings of debt securities totaling $1.3 billion.

Agrium Inc. in numerous public offerings of debt securities totaling $1.3 billion.

Caisse de dépôt et placement du Québec in a $5 billion private offering of debt securities.

Canadian Natural Resources in numerous public offerings of debt securities totaling $4 billion.

Canadian Oil Sands in numerous private offerings of debt securities totaling $1.2 billion.

Canadian Pacific Railway Company in numerous offerings of debt and equity securities totaling $2.9 billion.

CIBC World Markets Corp. and Credit Suisse as underwriters in a US$161.3 million offering of units by Central Goldtrust.

Credit Suisse Securities (USA) LLC as lead underwriter in a private offering of $400 million by Precision Drilling Corporation.

Credit Suisse Securities (USA) LLC and RBC Capital Markets LLC as lead initial purchasers in a private offering of $900 million by Connacher Oil and Gas Limited.

Encana Corporation in numerous public offerings of debt securities totaling $3.5 billion.

The Government of Canada in General Motors Company’s US$23.4 billion primary and secondary initial public offering of common stock and convertible preferred stock.

Husky Energy Inc. in numerous offerings of debt securities $2.25 billion.

Ivanhoe Mines Ltd. in a US$1.2 billion public rights offering in the acquisition of a further equity stake in Ivanhoe by Rio Tinto.

MEG Energy Corp. in its initial public offering in Canada and private offering of equity securities in the United States totaling C$700 million.

Morgan Stanley and RBC Capital Markets as lead underwriters in a US$306 million public offering of units in the United States and Canada by Sprott Physical Gold Trust.

Quadra FNX Mining Ltd. in its US$500 private offering of high yield senior notes.

TD Securities and Morgan Stanley as underwriters of a public offering of US$164 million of shares of Atlantic Power Corporation.

Teck Resources in numerous public offerings of debt securities totaling $9.95 billion.

Underwriting syndicates in numerous public offerings totaling $2.9 billion by Talisman Energy Inc.

Underwriting syndicates, in numerous public offerings totaling $2.1 billion by Petro-Canada.

Underwriting syndicates, in numerous public offerings totaling $3.15 billion by Suncor Energy Inc.

Arbitration, Litigation and Restructuring

AbitibiBowater Inc. and certain of its U.S. and Canadian subsidiaries as U.S. bankruptcy and securities counsel in their complex U.S. chapter 11 and Canadian insolvency proceedings. (November 2010)

An ad hoc committee of bondholders of Quebecor Inc., a printing company with operations in North America, Europe, Latin America and India, in successfully emerging from protection under the CCAA in Montreal and chapter 11 in New York. (March 2010)

Canadian Natural Resources Ltd. in a reinsurance arbitration in London regarding an insurance claim for the collapse of an oil platform in the North Sea. (September 2011)

CP Ships Ltd. and several of its officers and directors in securities class actions arising out of the company’s restatement of its financial statements. We obtained dismissal of U.S. class actions filed against the company, then, while on appeal, settled the matters on a class-wide basis for US$1.3 million. The settlement was approved by the District Court and affirmed by the 11th Circuit Court of Appeals. (February 2010)

Hollinger International (now Sun Times Media Group) in litigation concerning charges that its former CEO engaged in improper self-dealing transactions. (April 2005)

Nexen Inc. in a reinsurance arbitration in London regarding an insurance claim for an oil platform destroyed during Hurricane Ike. (June 2011)

Oilsands Quest, Inc. and several of its current and former officers and directors in a putative class action brought in the SDNY by purchasers of the Company's securities. The plaintiffs assert claims for securities fraud based on alleged misstatements related to Oilsands' disclosures of the commercial viability of extracting bitumen from company-controlled lands in Northwest Saskatchewan and to Oilsands accounting for its purchase of the outstanding equity interest in a subsidiary. (Pending)

Onex Corporation in civil litigation pending in federal court in Georgia, seeking damages resulting from the bankruptcy of a U.S. company in which Onex was the majority shareholder. We also represented Onex in a consolidated securities class action in SDNY with respect to allegations of non-disclosures in financial statements of one of its subsidiaries whose shares trade on the NYSE (ADRs), in which the district court granted our motion to dismiss. (January 2010)

Progressive Moulded Products Limited and its affiliates, as lead U.S. counsel in the company’s U.S. and Canadian cross-border bankruptcy cases. (June 2008)