cross-border partnership

Canada Cross-Border Transactions


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 and Canada-based 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 Canada-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, commercial lending, tax, employment and employee benefits, immigration, environmental law and regulatory matters, international trade, national security law, intellectual property, privacy and cybersecurity, 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.

Guide to Listing on the Canadian Securities Exchange
Guide to Joining the OTCQX or the OTCQB Markets for Canadian and Other Foreign Issuers
Guide to At-the-Market Programs for MJDS Issuers


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
  • Equity
  • Hybrid securities
  • PIPEs
  • Convertible notes
  • Derivatives
  • Cross-border exchangeable securities
  • Securitizations
  • Rule 144A/Regulation S
  • Structured finance
  • Venture capital
  • Private equity
  • Cross-border trusts
  • Reverse takeovers and SPAC transactions

We are a leader in acting as a Sponsor for Canadian companies with securities quoted on the OTCQX or OTCQB, a platform by which qualified companies gain access to U.S. liquidity without the registration and reporting requirements of the SEC. We also represent U.S. companies listed on the TSX, TSX-V, and CSE. 

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

Lending Transactions
Dorsey lawyers represent Canadian, U.S. and international lenders and borrowers in all forms of lending to help provide capital for a wide variety of financial solutions. Our lawyers are savvy to current credit market trends which allow us to serve credit transaction clients with the most sophisticated counsel available. Our deep experience working on Canada cross-border transactions makes us especially alert to the issues specific to lending matters in that space. More information is available on the Lending Transactions Practice Group page.

U.S. Privacy Compliance
Doing business online in the U.S. now poses more privacy challenges than ever. Increasingly, privacy compliance in the United States is table stakes in vendor relationships and mergers and acquisitions. Dorsey helps its clients negotiate contracts, draft privacy and security policies, and consider privacy challenges raised by cutting-edge technologies. Additional information is available on the Cybersecurity, Privacy & Social Media Practice Group page.


Best Lawyers

Best Law Firms-25 Nationally Ranked Dorsey Practices 2021

Top 25 M&A Deals Completed US Thomson

Leading Financial and Corporate Law Firm IFLR1000 2022

Law Firm of the Year Corporate Governance and M&A - Canada The Legal 100 - 2018


Christopher Doerksen
Practice Group Co-Chair
Andrew Herr, CFA
Practice Group Co-Chair

Industries & Practices

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