This site makes use of Javascript, please enable your web browser to allow Javascript. Thank you.


The economies of the United States and Canada are inextricably intertwined, with trade, investment, and energy constantly flowing both ways across the border. Canada is our largest trading partner: 75% of Canadian exports are to the U.S. and make up 17% of U.S. imports. Almost 20% of foreign direct investment in the U.S. originates in Canada. More than 40% of the foreign private issuers with securities registered with the U.S. Securities and Exchange Commission are Canadian. As our relationships deepen and become more complex, and national and international laws evolve, an understanding of cross-border legal implications becomes an increasingly critical advantage in doing business.

For more than thirty years, Kaye Scholer has been advising clients about doing cross-border business. From our extensive representation of Olympia & York Developments, the Toronto-based firm that was once the world's largest commercial real estate developer, to our representations of Canadian pension funds, our Canada practice is unmatched. Our market-leading Canada practice has a concentration of Canadian practice veterans who have spent most of their professional lives advising clients on cross-border issues. We have extensive experience in structuring and consummating acquisitions in the U.S. for Canadian clients, handling the U.S. securities and antitrust aspects of Canadian transactions, and advising Canadian issuers on securities offerings and listings in the U.S. Our Canada practice includes a recognized team that advises Canadian, U.S. and international companies on public and private mergers and acquisitions, capital markets, tax, and business reorganizations. We were recognized in Chambers USA: America's Leading Lawyers for Business (2008) as a firm that clients turn to "when transactions are especially complicated or have international elements."

Kaye Scholer has one of the pre-eminent tax practices addressing Canada/U.S. tax issues. Our lawyers are extremely knowledgeable and experienced in the intricacies of the U.S.-Canada Tax Treaty. We assist clients in Canadian/U.S. tax planning by creating corporate structures that are tax-efficient on both sides of the border. In fact, members of our Canada practice team have been at the forefront of the launch of many of the most innovative cross-border structures.

Our national security team has been recognized at the highest levels by Chambers and Co. research, the U.S. government, several international governments and the defense industry as one of the most experienced firms in the United States in helping clients navigate the national security process. Starting in the early 1980s, our lawyers have crafted mitigation plans to facilitate foreign investment in U.S. companies performing classified contracts. Since Exon-Florio was enacted in 1988, Kaye Scholer has guided more than 200 transactions through the Committee on Foreign Investment in the United States process. During this time, a majority of the plans accepted by the U.S. government to mitigate foreign ownership, control or influence ("FOCI") were developed with the assistance of Kaye Scholer lawyers. In fact, Kaye Scholer lawyers helped secure the first secretarial waiver of the statutory prohibition against contracting with foreign government-controlled corporations on contracts requiring access to highly-classified information.

Representative matters of our Canada practice team include:

Mergers & Acquisitions

  • Represented Onex Corporation and Onex Partners LP in its acquisition of the health group of Eastman Kodak Company.

  • Represented Canadian broker/dealer acting as an advisor to a Canadian company with U.S. mining operations in connection with proposed liquidity transactions.

  • Represented a Canadian corporation in connection with an initial public offering in Canada and the acquisition of U.S. assets.

  • Represented Onex Corporation and Onex Partners LP, its private equity fund, in its acquisition of Spirit AeroSystems, the world's largest supplier of commercial airplane assemblies and components, advised Spirit on its subsequent IPO, and continue to represent Spirit.

  • Represented Red Diamond Capital in its acquisition of assets of W.C. Wood Company, the leading manufacturer of freezers, dehumidifiers, and specialty refrigerators in Canada.

  • Represented Onex Corporation in its acquisition of Tube City IMS Corporation, which operates 67 steel mills throughout the U.S., Canada and Europe, and provides raw materials procurement, scrap and materials management, and slag processing services.

  • Represented Airline Industry Revitalization Co. Inc., a subsidiary of Onex Corporation, in connection with its public bids to acquire both Air Canada and Canadian Airlines Corporation for total consideration exceeding $1 billion.


  • Represented Canadian public company in the mining sector with large U.S. operations on various U.S. tax matters, including restructuring and M&A transactions.

  • Represented a large Canadian public company in the commodities business with large U.S. operations in various U.S. tax matters, including restructuring, M&A and financing transactions.

  • Represented Canadian public company with significant U.S. real estate operations in connection with a public offering of shares in Canada.

  • Represented Canadian public company with U.S. operations in connection with restructuring their U.S. operations.

Real Estate

  • Represented a Canadian real estate manager in connection with various private equity funds that own and manage U.S. real estate.

National Security

  • Represented a Canada-based telecommunications equipment manufacturing company, one of the largest in North America, in successfully addressing the national security considerations associated with its tender offer for the acquisition of a U.S. government contractor.


  • Advised in numerous cross-border income fund offerings totaling in excess of $2 billion.

  • Advised in the development of the IDS/EIS product, at the forefront of cross-border planning for such entities with U.S. operations.

  • Represented a major Canadian pension fund in its portfolio investment in one of the leading U.S. financial services companies.

  • Represented a large Canadian pension fund in connection with potential litigation with a large U.S. brokerage firm.


  • Advised a Canadian private equity fund, a U.S. pension fund and a foreign government as strategic investors in a billion-dollar-plus partnership with several investment funds (managed by two of the largest and most reputable investment banks headquartered in New York) involved in oil and gas exploration activities in the Gulf Coast and throughout the world.

  • Represented a large Canadian pension fund in connection with a reorganization and restructuring of a master limited partnership focused on energy-based investments.

  • Represented a mining supply distribution company in the United States and Canada that provides mining operations with a comprehensive range of products in its acquisition from a private equity firm.

  • Advised a wind energy developer in connection with the sale of eight development projects, comprised of approximately 500 megawatts, located in California, Oklahoma, North Dakota, Nevada and Canada.

  • Represented a Canadian corporation in the mining business in connection with its merger with a Canadian public company.

  • Represented one of Canada's largest pension funds as a participant in the 80% acquisition of a $6 billion U.S. pipeline.

In the Market