International Business Law
Canadian Cross Border

Challenges

For Canadian companies with a U.S. presence, the need to respect two very different legal systems can hinder even the most efficient business operations.

Consider the following:

• Canadian employees working in the United States have rights and benefits that differ from those of their peers to the north.
• Officers and directors of U.S. affiliates face exposure to criminal and civil penalties for negligence and financial mismanagement.
• U.S. tort laws expose companies to a level of risk far different from what Canadian businesses may be accustomed to.
• Intellectual property laws differ fundamentally, such as the scope of patent protection available.

These are but a few of the cross-border challenges faced by Canadian companies looking to expand into the U.S. market.

Areas of Expertise

At Phillips Lytle, not only do we understand the myriad challenges Canadian businesses may encounter, we know how to overcome them.

Companies who have tapped into our proven expertise have received legal counsel in the following areas:

• Acquisitions – we work with Canadian businesses on all associated elements of cross-border acquisitions, including identification of acquisition candidates, due diligence, negotiation and preparation of letters of intent and transaction documentation, transaction financing, tax structuring and planning, and interfacing with the various parties involved in the acquisition process, including lenders, investors and investment bankers.
• Cross-Border Financing – with superb bench strength in our corporate and commercial practices, our attorneys are well poised to help structure a full range of Canadian/U.S. financing transactions, including commercial lending, asset-based lending, leasing and venture funding. Our long-term relationships with numerous U.S., Canadian and international financial institutions enhance our ability to serve Canadian clients.
• Intellectual Property – we assist Canadian companies with operations in the United States, including U.S. trademark registration, U.S. and international patent prosecution, patent and trademark litigation, cross-border licensing and research, and intellectual property agreements.
• Labour & Employment – we provide labour relations and employment advice for companies with U.S. operations.
• Distribution – Phillips Lytle assists Canadian manufacturers and service providers in managing the flow of their products and services in the United States.
• Franchising – we represent franchisors and distributors with interests in expanding into the United States.
• Securities Law – we advise public and private Canadian issuers regarding compliance with U.S. securities laws and representation of investors on cross-border securities claims.
• Employee Benefits – for companies with U.S. operations, Phillips Lytle’s employee benefits attorneys provide a full range of legal services with respect to all types of employee benefit plans.
• Tax – we advise Canadian businesses on the U.S. tax structures involved with investing, or doing business, in the United States. We also provide representation to Canadian companies in adversary proceedings with federal, state and local taxing authorities.
• Commercial Litigation – Phillips Lytle defends Canadian clients on threatened claims related to their products or services in the United States, including UCC matters and patent and trademark litigation and prosecution, as well as a wide variety of business disputes.
• Corporate Immigration Matters – the Buffalo Niagara Region has a strong United States Citizenship and Immigration Services (USCIS) presence because it serves as a major corridor of Canadian immigration. With our Buffalo office situated minutes from the Canadian border, we interface regularly with the USCIS. We assist clients with border issues involving admission into the United States, and we prepare and file all employment-based applications, such as H-1B (specialty occupations), L-1 (intra-company transferees) and TN (Trade NAFTA professionals).
• Joint Ventures and Strategic Alliances – we assist with planning, structuring, negotiating and documenting joint ventures and strategic partnerships with multinational parties.

Invest Buffalo Niagara

Phillips Lytle has a strategic alliance with Invest Buffalo Niagara, a nonprofit organization dedicated to business development in the Buffalo Niagara Region. Invest Buffalo Niagara offers a team of international business advisors who are available to provide customized solutions for your company’s growth. Whether it is site selection, tax minimization or labour benefits, Invest Buffalo Niagara’s Canadian-based U.S. experts are ready to help you access one of the world’s biggest marketplaces.

Our Experience

Here’s a sampling of our Canadian clients with U.S. operations:

• CurOzone USA, Inc. is a designer, manufacturer and distributor of dental equipment worldwide. Phillips Lytle participated in negotiations to purchase international intellectual property, prepared all documents and closed the purchase transaction. We also established the U.S. corporation for the Canadian shareholders. We continue to create CurOzone’s commercial agreements and handle all legal matters associated with the worldwide manufacture and distribution of its products, as well as protection of its intellectual property.
• Hostopia is a leading provider of private label, wholesale, web hosting and e-mail application services to Internet Service Providers (ISPs), as well as telecommunication and cable companies. We have acted on behalf of Hostopia with respect to U.S. litigation, securities law and corporate matters.
• Torrid Oven Inc. is a builder of paint finishing systems for liquid and powder paint. We handle Torrid Oven’s tax and corporate matters, as well as all legal matters related to U.S. sales.
• Hatch Mott MacDonald (HMM) is a full-service engineering and consulting firm serving public and private clients in planning, environmental assessments, design, procurement and construction. We handle HMM’s U.S. acquisition work, insurance claims, corporate matters and litigation.
• Pierre Titley is the owner of RE/MAX of Quebec, Inc., and RE/MAX of New York, Inc. We have represented Pierre Titley for 20 years on his various U.S. investments.
• IMMCO Diagnostics, Inc. is a global leader in the field of autoimmune diagnostics services and medical device manufacturing and distribution. It provides laboratory services to physicians, hospitals and medical institutions throughout the United States. Phillips Lytle represents IMMCO Diagnostics on a variety of business and corporate matters.
• UBU Sports is a specialist in synthetic turf systems for the sports industry with offices in Ontario, Canada and Atlanta, Georgia. Phillips Lytle is UBU Sports’ U.S. intellectual property counsel.
• Ken Fowler Enterprises Limited is an international investor. We represent Ken Fowler Enterprises Limited in its U.S. activities.
• We also advise a variety of banks and financial institutions, such as National Bank of Canada, Royal Bank of Canada, Bank of Montreal and The Canada Life Assurance Company, on a full range of secured transactions, commercial real estate loans, investments, securities work and bankruptcy/insolvency matters. Additionally, we arrange for U.S. lien searches, prepare U.S. guaranties and security agreements, prepare and file Uniform Commercial Code financing statements, and provide opinion letters.

¹ Source of data: Statistics Canada