White & Case has been actively representing Canadian clients and clients doing business in Canada for many decades.
Our Canada practice spans virtually all practice areas, with particular strength in mergers and acquisitions, capital markets, project finance, banking, financial restructuring & insolvency, litigation, international arbitration and international trade.
As a global law firm, our teams are continually supported on domestic and international transactions by experts in a variety of global practices areas including: antitrust, employment and benefits, environmental, intellectual property, investment funds, private equity, real estate, regulatory and tax. This comprehensive suite of services is further enhanced by our in-depth knowledge of US laws and regulations and laws and regulations of jurisdictions around the world where we have offices. Overall, our experience and know-how enables our team to successfully handle all aspects of the transaction process, thereby ensuring our clients receive rapid, comprehensive and integrated deal management.
Although our lawyers have substantial experience with matters involving Canadian law, White & Case (like other international law firms) is precluded from advising on Canadian federal and provincial law or issuing legal opinions on such law. We have strong relations with a number of Canadian law firms and work with them on transactions that are suited to their particular strengths—facilitating seamless services to our clients.
Mergers & Acquisitions
White & Case built its reputation by completing groundbreaking mergers and acquisitions (M&A) transactions with precision and speed. We are one of the world's most active law firms on M&A transactions, including many high-profile cross-border deals between the US and Canada. If your complex deal encounters difficulties, our global team is likely to have tackled similar challenges before.
Recent representations include:
- SSAB Svenskt Stål AB (SSAB): Representation of SSAB in its US$7.7 billion acquisition of Canadian steel producer IPSCO Inc. We also advised SSAB in the US$4.038 billion sale of four subsidiaries that comprise SSAB’s North American tubular business to Evraz Group, S.A., one of the world's largest vertically integrated steel and mining businesses.
- Harvest Partners/Aquilex Holdings: Representation of Harvest Partners, LLC and Aquilex Holdings LLC (Aquilex), a Harvest Partners portfolio company, in the sale of Aquilex to a newly formed affiliate of The Ontario Teachers' Pension Plan. Aquilex is a leading provider of a range of cleaning, maintenance and repair services to power, petrochemical refining and other companies.
- HudBay Minerals: Representation of HudBay Minerals Inc., a Canadian integrated mining company with assets in North and Central America principally focused on the discovery, production and marketing of base metals, on numerous capital markets and M&A transactions over the years, including: its aborted merger with Lundin; the CDN 236 million sale of its 16.7 percent stake in Lundin Mining Corp. to GMP Securities L.P.; its investment in Augusta Resource Corp; its takeover bid for Norsemont Mining; and its acquisition of Skye Resources Inc.
- Kelson Canada: Representation of Kelson Canada, an affiliate of Kelson Energy, Inc., an independent power producer engaged in the business of owning and operating electric generating facilities, in its sale of the 300 MW combined-cycle (cogeneration) Calgary Energy Center Project to a subsidiary of ENMAX Energy Corporation. We also advised Kelson Canada on the sale of its Island Generation Facility, a 275 MW gas-fired combined-cycle power plant located in Campbell River, British Columbia, to Capital Power, L.P.
- Algonquin Power Income Fund: Representation of Algonquin Power Income Fund in its Exchange Offer and Plan of Arrangement with Hydrogenics Corporation, a leading global developer of clean energy solutions based in Ontario.
- Pengrowth Energy Trust: Representation of Pengrowth Energy Trust, a Calgary-based income trust listed on the New York Stock Exchange (NYSE) and the Toronto Stock Exchange (TSX), in its acquisition of Esprit Energy Trust, a TSX-listed trust.
- TransCanada Power: Representation of TransCanada Power, L.P., a partnership in which TransCanada Corporation owned a minority interest, in its acquisition of the ManChief and Curtis Palmer power facilities from TransCanada Corporation.
White & Case has one of the world’s leading legal practices across the full range of capital markets activities, including advising sovereigns, public and private issuers and major financial institutions worldwide. The Firm also represents underwriters, arrangers and US domestic and foreign issuers in the full range of equity capital market transactions, including SEC-registered offerings, Rule 144A and Regulation S offerings, American and Global Depositary receipts offerings, convertible bonds and equity warrants.
As a full-service provider of securities services, we advise clients on issues such as:
- Equity and Debt Securities Offerings. As the securities industry has become more globalized, so has White & Case, advising issuers on equity and debt offerings that are local, regional and multijurisdictional in scope.
- Ongoing Securities Law Advice. We also provide issuers with comprehensive advice for day-to-day operations. Given the complexities of ongoing reporting requirements and other obligations in the United States and other financial markets worldwide, our lawyers help alleviate some of our clients' regulatory burdens by advising on a range of issues, including disclosure obligations, proxy statements, compliance obligations and the securities law aspects of employee benefits, privacy and complex litigations.
- Asset Securitization. We are a recognized leader in asset securitization and related off-balance sheet financing techniques. We structure both public and private transactions, representing financial institutions and corporations in the variety of roles they play in the transaction. Our securitization offerings employ assets that range from credit card receivables to corporate aircraft loans, or from high-yield bonds to television licensing payments.
Recent representations include:
- Canada Housing Trust/Canada Mortgage and Housing Corporate: Since 2006 we have represented Canada Housing Trust and Canada Mortgage and Housing Corporate (CMHC) in the issuance of more than US$190 billion of Canada mortgage bonds. For example, we represented Canada Housing Trust, as issuer, and CMHC, an agent of Her Majesty in right of Canada, as guarantor, in the offering and sale of US$9 billion aggregate principal amount of Canada Mortgage Bonds. The bonds are backed by a pool of Canadian residential mortgage loans and are fully guaranteed as to timely payment of principal and interest by CMHC, which carries the full faith and credit of Canada.
- BMO Capital Markets: Representation of BMO Capital Markets, as underwriter, on numerous capital markets and securities offerings, including (i) a registered public offering of units, consisting of common shares and warrants, of Great Basin Gold Limited, a Canadian company with operations in South Africa and the US; (ii) an offering of ordinary shares of Uramin Inc., a uranium company based in South Africa; and (iii) the underwriters led by BMO Capital Markets, Wellington West Capital Markets and RBC Capital Markets in a registered public offering of common shares of Western Goldfields, Inc., a gold mining and exploration company.
- Newmont Mining Corporation: Representation of Newmont Mining Corporation, a gold producer with significant assets or operations in Canada, the United States, Australia, Peru, Indonesia, Ghana, Bolivia, New Zealand and Mexico, in connection with numerous capital markets and securities transactions, including: (i) a US$1.02 billion common stock offering in which the company sold 25 million shares, and shares were offered publicly in the United States and Canada and to institutional investors in other countries and; (ii) the offering of common stock, conducted pursuant to Newmont's "WKSI" shelf registration statement on Form S-3ASR.
- Visa, Inc.: Representation of Visa, Inc. in its US$19.65 billion initial public offering (IPO) and listing on the NYSE. Along with our work on Visa's US public offering and listing, we also worked on Visa's concurrent public offerings in both Canada and Japan.
- Merrill Lynch: Representation of Merrill Lynch in connection with multiple multi-billion dollar Euro Medium-Term Note (EMTN) Program updates by the American Honda Finance Corp. and Honda Canada Finance Inc.
- Allied Properties Real Estate Investment Trust (REIT): Representation of Allied Properties Real Estate Investment Trust (REIT), the leading owner of Class I office properties in downtown Toronto, Montreal and Winnipeg, in its offering of REIT equity units.
Financial Restructuring & Insolvency
Our Global Financial Restructuring & Insolvency Practice represents clients in all aspects of restructuring and insolvency matters, including complex transactional and litigation matters, and is a recognized leader in cross-border insolvencies and workouts in Canada and abroad. We have extensive experience representing debtors, creditors, official and unofficial committees, syndicates of bank lenders, exit financing lenders, and strategic and financial investors in significant domestic and international bankruptcy cases and out-of-court restructurings. Our practice group has a superior ability for seamless inter-office and cross-practice collaboration in complex client matters.
- Mirant Corporation: Representation of Mirant Corporation (in its Chapter 11 proceedings) as a creditor and equity owner of Mirant Canada Energy Marketing, Ltd. and Mirant Canada Marketing Investments, Inc., which filed applications for creditor protection under the Companies Creditors’ Arrangement Act (CCAA). As part of the CCAA Proceedings, Mirant Canada liquidated all of its assets. We assisted Mirant Corporation in negotiating the Plan of Compromise and Arrangement with Mirant Canada and its creditors. The approval of the CCAA Plan of Arrangement resulted in satisfaction of approximately US$400 million to creditors of Mirant Canada and distribution of US$150 million of value (cash and tax losses) to Mirant Corporation and its creditors.
Litigation and International Arbitration
White & Case's litigation practice includes more than 200 United States litigators and a team of nearly 400 litigators worldwide. Our litigation team successfully represents clients in a wide range of cases, including complex business, financial, antitrust and securities disputes, consumer and commercial class actions, regulatory actions and criminal matters, as well as cutting-edge patent, trademark and technology disputes.
Our Global International Arbitration Practice, with more than 150 practitioners worldwide, is widely recognized as preeminent in its field. We advise clients operating under virtually any substantive law and in both civil and common law systems. We have extensive experience working with all major arbitral institutions and rules including the International Chamber of Commerce (ICC), International Centre for Settlement of Investment Disputes (ICSID), American Arbitration Association (AAA)/International Centre for Dispute Resolution (ICDR), London Court of International Arbitration (LCIA), Stockholm Chamber of Commerce (SCC), UNCITRAL Arbitration Rules and other ad hoc arbitrations.
Both our litigation and international arbitration practices have represented and/or advised Canadian clients in a variety of different industries before all types of trial, appellate, regulatory and alternative dispute resolution tribunals. Our vast experience, expertise and global resources ensure that your position is asserted forcefully and professionally in any disputed matter you may face.
Recent representations include:
- Northern Sawmills/Buchanan Lumber Sale: Representation of Canadian lumber companies Northern Sawmills and Buchanan Lumber Sales in a products liability action pending in Illinois state court in Chicago. Over the course of several years, we have secured numerous victories before the trial court.
- Government of Canada: Representation of the Government of Canada in defense of two treaty arbitrations, including the first potential host state/investor arbitration under Chapter 11 of the North American Free Trade Agreement (NAFTA) and proceeding under the Additional Facility Rules of ICSID.
- Gold Reserve Inc.: Representation of Gold Reserve Inc. in an arbitration against the Government of Venezuela concerning claims under the Canada-Venezuela bilateral investment treaty relating to an expropriation of concession rights to develop and exploit the fifth largest undeveloped deposit of gold and copper in the world.
- Royal Bank of Canada: Representation of the Royal Bank of Canada in multiple actions, including parallel litigation in the High Court in London and in state court in New York against Rabobank concerning a US$517 million ISDA swap transaction, a federal US securities class action and federal US bankruptcy proceedings related to the collapse of Enron.