cross-border partnership



Dorsey has one of the largest and most well-regarded U.S.-Canada cross-border practices anywhere in the United States. Our integrated, full-service Canada team is dedicated to businesses with operations in the United States, Canada and worldwide.

Commitment to Canada
Dorsey’s Canada practice, in combination with our global platform of offices and practices, serves Canadian clients with U.S. and international legal concerns. We don’t seek to compete with Canadian law firms. Instead, we partner collaboratively with clients and their Canadian counsel to provide seamless cross-border legal services. With offices in Toronto and Vancouver, we have demonstrated our commitment to Canada.

Business Without Borders
Dorsey’s Canada team represents a broad range of Canadian-based clients, from emerging businesses to some of Canada’s largest public companies, in their financings, transactions and business activities in the United States. We also represent U.S.-based clients in financing or other transactions in Canada. Our clients include a wide range of Canadian, U.S. and international companies as well as the underwriters, investment banks, venture capital funds, private equity funds and private investors involved in capital markets transactions for Canadian issuers.

Our services include capital markets, mergers and acquisitions, tax, employment and employee benefits, immigration, environmental law and regulatory matters, international trade (including NAFTA and anti-dumping), national security law, intellectual property, technology commerce and litigation. For many businesses, large and small, we serve effectively as U.S. general counsel, handling all of the legal concerns involved in doing business in the United States.

Lawyers in our Canada practice work on Canadian deals and controversies all the time, not just every now and then. Our deep experience in cross-border transactions of all kinds allows us to identify the important issues promptly and structure transactions efficiently and achieve optimum results while minimizing false starts and non-productive efforts.


Capital Markets and Canada/U.S. Dual-listed Companies
Dorsey has a robust equity capital markets transactions practice for Canadian issuers raising capital in the United States. We represent dozens of companies listed on stock exchanges in both Canada and the United States in SEC and U.S. exchange compliance, corporate governance and general corporate, financing and securities matters. Companies, investment banks and other financial intermediaries rely on Dorsey’s broad financial products knowledge and depth of transaction experience, including:

  • IPOs and follow-on offerings
  • Investment grade and high-yield debt
  • Hybrid securities
  • PIPEs
  • Convertible notes
  • Derivatives
  • Securitizations
  • Rule 144A/Regulation S
  • Structured finance
  • Venture capital
  • Private equity
  • Cross-border trusts

We are also a leader in acting as Principal American Liaison (“PAL”) for Canadian companies with securities quoted on the OTCQX. We also represent U.S. companies listed on the TSX or TSX-V.

Cross-Border Mergers & Acquisitions
Dorsey has served as lead counsel and as U.S. counsel in U.S.-Canadian cross-border transactions. While we don’t practice Canadian law, our extensive experience in transactions involving Canada and Canadian companies allows us to contribute to the solutions for recurring issues. We have one of the most experienced teams in North America in helping clients structure and successfully navigate cross-border issues, including:

  • SEC registration requirements, tender offer regulations and available exemptions, including the Canada-U.S. Multi-Jurisdictional Disclosure System (MJDS), and other special exemptions for non-U.S. companies
  • Succession to SEC reporting obligations and alternatives for avoiding them
  • U.S. state securities (“blue sky”) regulations
  • Tax structuring and other cross-border tax issues, including PFIC and FIRPTA rules
  • Hart-Scott Rodino and other antitrust regulations
  • National security regulations, including filings with the CFIUS
  • Compliance with U.S. economic sanctions
  • Structuring transactions in a manner that works in both the United States and Canada

International Tax Matters
Our strong focus on international tax matters allows us to provide comprehensive international tax advice to multinational clients around the world in connection with a wide range of international business activities. We provide advice to both U.S.-based and Canadian-based clients with their international mergers and acquisitions, divestitures, operations, expansion plans and investments. Our international tax services include:

  • Tax-efficient structuring of international operations
  • Cross-border acquisitions and dispositions of companies and subsidiaries
  • Cross-border joint ventures and collaboration agreements
  • Restructuring international operations for tax reduction and deferral
  • Mitigation of adverse tax consequences resulting from “controlled foreign corporation” and “passive foreign investment company” (PFIC) regimes
  • Transfer pricing and intercompany agreements
  • Tax treaty utilization
  • Cross-border licensing and intellectual property development
  • Employee stock option and other incentive plans
  • Withholding tax requirements and compliance
  • Private equity fund formation and investments
  • Tax planning in connection with cross-border acquisitions and dispositions of real estate



Industries & Practices

  • Capital Markets
  • Corporate Governance & Compliance
  • Emerging Companies
  • Energy
  • Franchise & Distribution Law
  • Immigration
  • International Trade
  • Labor & Employment
  • Mergers & Acquisitions
  • Mining & Natural Resources
  • National Security Law
  • Private Equity
  • Tax
  • Technology Commerce