K&L Gates has extensive experience advising Canadian clients in international and cross-border transactions from our United States locations, as well as our offices throughout Asia, the United Kingdom and Europe.

In conjunction with our geographic proximity to Canada, K&L Gates lawyers have considerable experience offering full-service representation to Canadian companies, and are sensitive to their business and cultural needs.

We currently serve as general U.S. legal counsel to a number of public and private Canadian companies operating in the U.S. Our lawyers also represent many U.S. citizens and companies owning property and conducting business in Canada.

Additionally, K&L Gates has extensive experience representing major Canadian financial institutions — including the Royal Bank of Canada, the Canadian Imperial Bank of Commerce, and the Bank of Montreal — in complex international credit transactions. These transactions have involved standard commercial loans, leveraged leases, and currency and interest rate swap arrangements.

Representing Canadian Clients in the U.S.
One of the major concerns for Canadian businesses interested in establishing a presence in the U.S. is the paradox they face — while the United States is one of the world’s largest and most open economies, it is governed by a myriad of laws and regulations. As a result, K&L Gates advises Canadian clients involved in matters such as:

• mergers and acquisitions 
• public and private securities transactions 
• joint ventures 
• technology and intellectual property matters 
• litigation matters 
• private equity transactions 
• cross-border debt and lease financings 
• energy transactions 
• facility siting, permitting and compliance 
• compliance with employment laws

Representing U.S. Clients in Canada
We also regularly represent our U.S.-based clients in acquisitions and numerous other types of transactions and activities in Canada. Our international and cross-border clients represent an impressive range of industries, including computer software, biotechnology, mechanical and electronic products manufacturing, food processing, beverage manufacturing, book publishing, chemical distribution, medical technologies, nuclear energy technologies, marine technologies, commercial aircraft, garments, aerospace, retail, and telecommunications.

Other Cross-Border Matters
Technology Transactions
K&L Gates recognizes the global nature of the information and technology industries. We advise some of the world's most prominent information technology companies along with diverse clients of varying sizes in a broad range of industries to address laws and public policies governing national and global commerce, business structures, technology uses and creative expression. Our work in this regard involves the protection of intellectual property, structuring investments to ensure optimal tax or regulatory treatment, as well as enforcement of intellectual property rights.

We have significant experience in complying with U.S. and foreign technology export and import regulations, negotiating and drafting international distribution and technology transfer agreements, protecting intellectual property rights in foreign markets, and establishing foreign subsidiaries and joint ventures. From our experience in the areas of satellite and terrestrial telecommunications, we have developed unparalleled knowledge in the areas of technology export and investments.

Environmental, Land Use and Real Estate
We have assisted U.S. and Canadian clients with real estate, land use, permitting, and environmental compliance matters in the United States and other countries, including critical infrastructure projects that cross national and international boundaries, such as pipelines and fiber optic cables. We have assisted companies in obtaining approvals and negotiating agreements with international joint boundary governmental authorities, sovereign tribes/indigenous nations, and non-governmental organizations (NGOs).

Employment Compliance
Canadian employers are often surprised by significant differences between Canadian and U.S. employment laws, and the high damages and fines that may result from U.S. employment litigation. K&L Gates has assisted numerous Canadian clients with adopting employment policies and practices that comply with U.S. and state law and protect them from claims. We are pleased to provide employment law training, and advice and representation to Canadian companies with employees in the United States to assist them in avoiding the legal pitfalls that may result in costly litigation.

Energy and Utilities
K&L Gates represents a wide range of Canadian clients in the acquisition, development and financing of electric generating and other energy and utilities projects in the United States, as well as in the ongoing management and operation of such assets. Our lawyers provide advice on the entire range of legal and regulatory issues relating to energy projects, including federal, state and local project siting, permitting and approvals matters, real property and land use matters, contracting and tax matters, and interconnection and transmission matters. We also provide ongoing advice to various Canadian energy clients regarding U.S. wholesale and retail power purchase and sales transactions, natural gas and derivatives transactions, renewable energy projects and green tagging, mergers and acquisitions transactions, energy venture capital transactions, commercial transactions, tax matters and federal, state and local regulatory issues and proceedings, including proceedings before the Federal Energy Regulatory Commission.

Securities Work
K&L Gates is often engaged by Canadian clients who conduct equity offerings in the U.S., including public offerings registered with the SEC (often using American Depository Receipts representing shares of stock) and offerings conducted under exemptions from registration with the SEC, Rule 144A transactions.

In addition, we provide Canadian clients with advice regarding their initial or continued listing on U.S. securities exchanges, including corporate governance compliance. We take pride in our ability to structure innovative solutions to securities and tax law issues in cross-border transactions, such as an exchangeable share structure exempt under Section 3(a)(10) of the Securities Act of 1933 for Microsoft Corporation’s acquisition of Softimage, located in Montreal.

We regularly represent clients in registered or private equity and debt offerings conducted simultaneously in the U.S. and in Canada.

Capital Market Transactions

• Boralex Inc. – Rule 144A offering of Class A shares (2007).
  
• Canadian Superior Energy, Inc. – PIPE financing and MJDS registration statement (2005).
  
• Canadian Superior Energy Inc. – U.S. private placement in connection with Canadian public offering (2003).
  
• Cardiome Pharma Corp. -- $96 million MJDS public offering of common stock (2007).
  
• Challenger Energy Corp. – 20-F Registration Statement and AMEX listing (2006).
  
• Chemokine Therapeutics Corp. – Common stock PIPE (2008).
  
• EPCOR Corporate Venture Capital – Venture capital investments in various U.S. energy and water technology companies (ongoing).
  
• UE Waterheater Income Fund – Rule 144A U.S. private placement in connection with Canadian public offering (2003).
  
• ReliOn - $12.2 million series A preferred stock financing; representation of investors: Chrysalix Energy Limited Partnership (Vancouver, BC), Wall Street Technology Partners LP, Buerk Dale Victor LLC and Enterprise Partners Venture Capital (2003).
  
• ID Biomedical Corp. – U.S. public offering of common shares by Canadian issuer under MJDS (2003).
  
• Intrawest Corporation - U.S. public offering of common shares and follow-on public offerings under MJDS, several registered and 144A debt offerings and New York Stock Exchange listing by Canadian company (1997 to date).
  
• Rule 144A and Regulation D offerings of common shares, special warrants, subscription receipts and convertible debentures in U.S. by Canadian issuers including Silent Wireless, Westley Technologies Ltd., Evergreen International Technologies, Canadian Western Bank, Slocan Forest Products and TimberWest Forest Holdings (1996 to date).

Merger & Acquisition Transactions 

• Boralex Inc. – Monetization sale of five energy facilities (2007).
  
• Cardiome Pharma Corp. – Acquisition of Artesian Therapeutics, Inc. (2005).
  
• Cardiome Pharma Corp. – Acquisition of Paralex, Inc. and concurrent Canadian public offering and U.S. private placements (2003).
  
• Corbis Corporation – Acquisition of Veer Corporation (2007).
  
• EPCOR Utilities Inc. – Sale of 49.85% undivided interest in Frederickson, Washington power plant by EPCOR’s subsidiary Frederickson Power L.P. to Puget Sound Energy, Inc. (2004).
  
• ID Biomedical Corp. – Sale to GlaxoSmithKline (2005).
  
• Merrill Gardens LLC -- $346 million acquisition by CSH Master Care USA, Inc., a subsidiary of Chartwell Seniors Housing Real Estate Investment Trust (2007).
  
• OctigaBay Systems Corporation of Vancouver, B.C. – Acquisition by Cray Inc. (2004).