Paul, Weiss is an acknowledged leader among U.S. law firms representing Canadian public and private companies and their underwriters. With almost 50 years of history in Canada and an office in Toronto, our vibrant Canada practice is the largest among U.S. law firms and reflects our long-standing commitment to our clients in their Canadian–U.S. cross-border matters.

Representative Engagements


Mergers and Acquisitions

Notable experience includes:

  • Agrium in its:
    • merger of equals with Potash Corporation of Saskatchewan Inc., a crop nutrient company, to create an integrated global supplier of crop inputs with an enterprise value of approximately $36 billion; and
    • successful proxy contest with JANA Partners LLC, whereby JANA Partners sought, but ultimately failed, to split Agrium's retail and wholesale businesses and replace five members of Agrium's Board of Directors with its own nominees. All of Jana's nominees were defeated.
  • AuRico Gold, a gold producer with mines and projects in North America, in its $1.5 billion merger of equals with Alamos Gold Inc., a gold producer that owns and operates the Mulatos Mine in Mexico and has exploration and development activities in Mexico, Turkey and the United States.
  • Aurizon Mines, a Quebec-based gold producer, in its Cdn. $796 million acquisition by Hecla Mining Company. Aurizon entered into the agreement with Hecla following receipt of an unsolicited offer from Alamos Gold Inc.
  • Bauer Performance Sports (now Performance Sports Group), in its acquisition of Cascade Helmet Holdings, Inc., a leading manufacturer and distributor of men's and youth lacrosse helmets in North America, for $64 million.
  • Baytex Energy, a Calgary-based oil and gas acquisition, development and production company, in its Cdn. $1.8 billion acquisition of Aurora Oil & Gas, an Australia-based oil and gas exploration and production company.
  • Birch Hill Equity Partners in the $2.3 billion sale of Shred-It International, a Canada-based secure information destruction services provider, to Stericycle, an Illinois-based medical waste management company.
  • Canadian Tire in its Cdn. $771 million merger with Forzani Group Ltd.
  • CE Franklin, a Canada-based supplier of products and services to the energy industry, in its Cdn. $240 million acquisition by a subsidiary of National Oilwell Varco, Inc., a Texas-based designer, manufacturer and seller of equipment and components used in oil and gas drilling and production operations.
  • Cenovus Energy, a Canada-based integrated oil company, in its Cdn. $17.7 billion ($13.3 billion) acquisition of ConocoPhillips’ 50% interest in the FCCL Partnership, the companies’ jointly owned oil sands venture, as well as its acquisition of the majority of ConocoPhillips’ Deep Basin conventional assets in Alberta and British Columbia.
  • The Special Committee and the Board of Directors of Dominion Diamond Corporation, a Canada-based diamond mining company, in the $1.2 billion acquisition of all of Dominion’s outstanding common shares by an entity affiliated with The Washington Companies, a Montana-based group of privately held North American mining, industrial and transportation businesses.
  • Encana, a Canada-based energy producer, it its:
    • multi-billion dollar reorganization and financing transaction to create two separate Canadian and U.S. public companies; and
    • $7.1 billion acquisition of Athlon Energy Inc., a Texas-based independent exploration and production company. This transaction is the largest announced purchase of a U.S. crude and natural gas producer by a Canadian company to date.
  • JH InvestmentsOaktree Capital Management and TPG Capital in their $1.2 billion acquisition of the North American home building business of Taylor Wimpey.
  • KIK Custom Products, a Canada-based developer and marketer of pool and spa treatment products, an independent manufacturer of household and personal care products and a portfolio company of CI Capital Partners, in its acquisition by affiliates of Centerbridge Partners, a New York-based private equity firm.
  • Lundin Mining, a Canada-based metals company, in its:
    • approximately $1.1 billion sale of its indirect interest in the Tenke copper project in the Democratic Republic of Congo to an affiliate of BHR Partners, a China-based private equity firm, and China Merchant Bank; 
    • $1.8 billion acquisition of 80 percent ownership stake in the Candelaria and Ojos del Salado copper mining operations from Freeport-McMoRan Inc.; and
    • $315 million acquisition of Rio Tinto Eagle Mine, a high-grade Eagle nickel and copper mine in northern Michigan, from Rio Tinto Nickel Company.
  • Maple Group Acquisition, a consortium of thirteen leading Canadian financial institutions, pension funds and capital markets participants, in connection with the Cdn. $3.8 billion acquisition of 80 percent of the shares of TMX Group, the public parent of the Toronto Stock Exchange.
  • Mitel Networks Corporation, an Ottawa-based, Nasdaq-listed unified communications company focused on enterprise customers, in its:
    • $560 million acquisition of Mavenir Systems, Inc., a NYSE-listed, Texas-based provider of software-based networking solutions for mobile carriers; and
    • approximately $2 billion acquisition by an investor group led by affiliates of Searchlight Capital Partners, L.P.
  • NCSG Crane & Heavy Haul, a majority-owned portfolio company of TriWest Capital Partners, in its acquisition of B&G Crane Holdings.
  • Nexen, an independent, Canadian-based global energy company, in its acquisition by CNOOC Limited, China's largest producer of offshore crude oil and natural gas and one of the largest independent oil and gas exploration and production companies in the world, for approximately $15.1 billion.
  • Ontario Teachers’ Pension Plan:
    • as selling shareholder alongside Providence Equity Partners, a Rhode Island-based asset management firm, in the sale of Ascend Learning, LLC, a Massachusetts-based provider of educational content, software and analytics solutions, to funds managed by Blackstone and Canada Pension Plan Investment Board; and
    • in its follow-on equity investment in TierPoint, a Missouri-based provider of cloud, colocation and managed services.
  • Osisko Gold Royalties, an intermediate precious metal royalty company, in its Cdn. $1.125 billion acquisition of a high-quality precious metals portfolio of assets consisting of 74 royalties, streams and precious metal offtakes, from Orion Mine Finance Group, a New York-based mining-focused private equity business.
  • Pembina Pipeline, an energy transportation and service provider, in connection with its $3.8 billion acquisition of Provident Energy Ltd. pursuant to an exempt exchange offer effected by way of a Canadian court approved Plan of Arrangement and the related NYSE listing of Pembina common shares.
  • Pengrowth Energy, a Canadian producer of oil & natural gas, in its acquisition of NAL Energy Corporation.
  • Performance Sports Group (formerly known as Bauer Performance Sports Ltd.) a leading developer and manufacturer of high performance sports equipment and apparel, in its $330 million acquisition of the Easton Baseball/Softball business, from Easton-Bell Sports, now known as BRG Sports, Inc.
  • PrairieSky Royalty, a Canada-based leasee of oil and gas properties, in its approximately $699 million acquisition of Range Royalty LP, a Canada-based leasee of oil and gas properties.
  • Rockstar Bidco, a consortium of technology companies including Sony, RIM, Apple, Microsoft and Ericsson in the $4.5 billion purchase at auction of Nortel Networks' portfolio of over 6000 patents.
  • Romarco Minerals, a Canada-based gold development company focused on production primarily in the U.S., in its Cdn. $856 million sale to OceanaGold Corporation, an Australia and Canada-based multinational gold producer.
  • RSA Insurance Group in its Cdn. $500 million sale of Noraxis Capital Corporation, a Canada-based insurance brokerage business, to a subsidiary of Arthur J. Gallagher & Co.
  • Sprott Asset Management in its successful unsolicited takeover bid to acquire all of the outstanding units of Central GoldTrust in exchange for units of Sprott Physical Gold Trust in a transaction valued at over Cdn. $1 billion.
  • Talisman Energy in its settlement agreement with activist investor Carl Icahn and the financial advisors to Talisman, in Talisman’s $8.3 billion acquisition by Repsol.
  • Teck Resources in its $17 million cash/stock tender offer for Inco.
  • The Stars Group, a Canada-based provider of technology-based products and services in the global gaming and interactive entertainment industries, in its acquisition of Sky Betting & Gaming, a UK-based provider of online sports betting, from CVC Capital Partners, for an enterprise value of approximately $4.7 billion.
  • Timmins Gold (now Alio Gold), a Canada-based producer and developer of gold in the Senora State of Mexico, in its:
    • successful proxy contest settlement with Sentry Investments Inc., a Canada-based asset management company; and
    • acquisition of the Caballo Blanco Gold Project, a gold development project in Veracruz State, Mexico, from Goldgroup Mining Inc., a Canada-based gold production, development and exploration company.
  • Tricon Capital Group in its $1.4 billion acquisition of Silver Bay Realty Trust.
  • Yamana Gold, a Canadian gold producer, in its:
    • $3.9 billion acquisition of Osisko Mining Corporation jointly with Agnico Eagle Mines Limited; and
    • $395 million acquisition of Extorre Gold Mines Limited, a Canadian mining company with exploration and development stage precious metals projects in Argentina.

Capital Markets and Securities

Notable experience (since 2012) includes:

  • Agrium in offerings of securities totaling $3 billion.
  • Underwriters in offerings of securities totaling $2.24 billion by AltaGas.
  • Aritzia in offerings of equity securities totaling $568 million.
  • Underwriters in offerings of high yield debt totaling $1 billion by Athabasca Oil Corporation.
  • Baytex Energy in offerings of securities totaling $2.47 billion.
  • Underwriters in offerings of equity securities totaling $745 million by Bombardier.
  • Caisse de dépôt et placement du Québec in offerings of debt securities totaling $2 billion.
  • Canadian Natural Resources in offerings of debt securities totaling $5.2 billion.
  • Canadian Pacific Railway in offerings of securities totaling $5.43 billion.
  • Underwriters in offerings of high yield debt totaling $350 million by Canbriam Energy.
  • Cenovus Energy in offerings of securities totaling $8.39 billion.
  • Underwriters in offerings of equity securities totaling $1.72 billion by Crescent Point Energy.
  • Underwriters in the initial public offering of $172.5 million of common shares by CPI Card Group.
  • Underwriters in offerings of securities totaling $10.57 billion by Enbridge.
  • Encana in offerings of equity securities totaling $2.14 billion.
  • Underwriters in offerings of equity securities totaling $1.42 billion by Franco-Nevada.
  • The Hudson’s Bay Company in offerings of securities totaling $791 million.
  • Underwriters in offerings of debt securities of $1.25 billion by Husky Energy.
  • IAMGOLD in offerings of securities totaling $600 million.
  • Lundin Mining in offerings of securities totaling $1.6 billion.
  • Underwriters in offerings of debt securities totaling $2.5 billion by Manulife Financial.
  • Methanex in offerings of debt securities totaling $1.2 billion.
  • New Gold in offerings of securities totaling $1.25 billion.
  • Underwriters in offerings of securities totaling $601 million by Paramount Resources.
  • Performance Sports Group (formerly know as Bauer Performance Sports Ltd.) in offerings of equity securities totaling $264 million.
  • Underwriters in offerings of high yield debt totaling $1.15 billion by Precision Drilling.
  • Pretium Resources in offerings of securities totaling $370 million.
  • Underwriters in offerings of high yield debt totaling $1.35 billion by Quebecor Media.
  • Underwriters in offerings of equity securities totaling $1.62 billion by Shopify.
  • Underwriters in offerings of equity securities totaling $1.88 billion by Sprott Physical Platinum and Palladium Trust, Sprott Physical Gold Trust and Sprott Physical Silver Trust.
  • Suncor Energy in offerings of securities totaling $3.73 billion.
  • Teck Resources in offerings of debt securities totaling $4 billion.
  • The Star’s Group in offerings of high yield debt totaling $1 billion.
  • Telus in offerings of debt securities totaling $6.79 billion.
  • Underwriters in offerings of securities totaling $22 billion by TransCanada.
  • Underwriters in offerings of high yield debt totaling $2.0 billion by Videotron.
  • WestJet Airlines in its $400 million debt offering.
  • Wheaton Precious Metals (formerly known as Silver Wheaton) in offerings of equity securities totaling $1.43 billion.
  • Yamana Gold in offerings of securities totaling $1.0 billion.

Arbitration, Litigation and Restructuring

Notable experience includes:

  • AbitibiBowater Inc. (now Resolute Forest Products) 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. 
  • 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. 
  • Aeterna Zentaris Inc., a Canadian/German pharmaceutical company and its senior officers in the successful dismissal with prejudice of a putative class action regarding a stock drop after the company published disappointing results of an FDA Phase 3 trial of perifosine. 
  • A Canada-based oil and gas company's captive insurer in a dispute with its reinsurance carrier regarding property damage coverage for a Gulf of Mexico oil platform destroyed by Hurricane Ike. 
  • A large Canadian independent crude oil and natural gas producer's captive insurer in an arbitration against their reinsurer regarding a dispute arising out of damages at an off-shore oil platform. The panel rejected the reinsurer's defenses, finding that our clients were entitled to complete coverage under the policy. 
  • 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 U.S.$1.3 million. The settlement was approved by the District Court and affirmed by the 11th Circuit Court of Appeals.
  • Dominion Diamond in the dismissal of a putative shareholder class action alleging negligent misrepresentation, breach of fiduciary duty and quasi-appraisal arising out of Dominion’s $1.2 billion acquisition by The Washington Companies.
  • Harlequin Enterprises Limited, a romance novel publisher, in defense of an alleged breach of contract and unjust enrichment. Plaintiffs' claims arise from royalties earned on the sale of e-books that were originally published prior to the advent of digital publishing technology. The United States District Court for the Southern District of New York, dismissed the complaint, with prejudice, for failure to allege an actionable breach or unjust enrichment.  The United States Appellate Court for the Second Circuit subsequently affirmed the dismissal of four of the five claims in plaintiffs' complaint. 
  • Hollinger International Inc. (now Sun-Times Media Group Inc.) in a trial establishing that Lord Black breached his fiduciary duties by selling control of Hollinger without benefiting Hollinger's public shareholders. The Delaware Court of Chancery enjoined Lord Black from selling control of the company and upheld the adoption of the "poison pill" designed by our team. 
  • Oilsands Quest Inc. and several of its current and former officers and directors in a securities class action in the Southern District of New York. 
  • Performance Sports Group (formerly known as Bauer Performance Sports Ltd.), a leading developer and manufacturer of sports equipment and apparel with products marketed under the BAUER, MISSION, MAVERIK and EASTON brand names, among others, in connection with all aspects of its Chapter 11 case, including a proposed sale of substantially all of its assets through an auction process and the negotiation of a purchase agreement with a proposed third-party stalking horse bidder. 
  • Pretium Resources Inc., a Canadian mining company and several of its senior officers and directors in a securities class action in the Southern District of New York. 
  • Progressive Moulded Products Limited and its affiliates, as lead U.S. counsel in the company's U.S. and Canadian cross-border bankruptcy cases. 
  • Ruby Life Inc. (Ashley Madison) in connection with multi-district class action lawsuits stemming from a highly publicized intrusion and data breach.
  • Turquoise Hill Resources (formerly known as Ivanhoe Mines) and certain of its officers and directors in the dismissal of a putative securities class action lawsuit in the Southern District of New York asserting damages based on alleged misstatements about TRQ's financial performance arising out of a change to revenue recognition practices by its partially owned subsidiary, SouthGobi Resources, Ltd. 

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