Goodmans LLP

Goodmans LLP is recognized as one of Canada's leading transaction law firms. With a strategic entrepreneurial bent and a deal-making mindset, Goodmans' lawyers deliver intelligent solutions with the responsiveness, energy, talent, and determination it takes to get the deal done. Clients appreciate our dedication to exceptional service, community partnership and mutual respect. That's a key reason why so many have been with the firm since their businesses began. Even now, with clients among Canada's largest corporations, financial institutions and multinationals, the firm honours its roots by maintaining its values.

Goodmans is a full-service business law firm of over 200 lawyers with offices in Toronto and Vancouver. We provide a complete range of legal advice and representation to domestic and foreign business clients ranging from entrepreneurial businesses to multinational corporations, financial institutions, pension funds and governments across a wide range of industries. Our lawyers are consistently recognized by leading industry publications by, among others, Lexpert®, The Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada, Chambers and Partners, Euromoney, IFLR, Law Business Research, PLC and The Best Lawyers in Canada. In 2008 and 2009, Goodmans was named “National Law Firm of the Year for Canada” at International Financial Law Review's Americas Awards.

Goodmans offers clients exceptional service and in-depth expertise in all major areas of business law. Below, you will find a brief description of our principal practice areas.

Banking and Finance: Goodmans' Banking and Finance Group has a comprehensive practice, with lawyers involved in all types of domestic, cross-border and international financings — for both lenders and borrowers. Our group's expertise in banking and finance includes asset-based lending, project financings, securitizations, subordinated financings, mezzanine financings, debt restructurings, leasing and derivatives. In addition to serving banks and other financial institutions, the group advises regulators, borrowers, asset-based lenders, mezzanine funds, subordinated lenders, development banks and project finance participants.

Commercial Real Estate: The Commercial Real Estate Group is regularly involved in the acquisition, sale and financing of large office buildings, shopping centres, industrial parks and portfolios of properties and mortgages. We handle land purchases and sales, construction, financing, leasing, zoning and tenant negotiations. Our lawyers are involved in bond financings, project financings, synthetic lease-based financings, public/private partnerships, privatizations, real estate syndications and securitizations, real estate investment trusts, loan syndications, co-tenancy agreements, general partnership and limited partnership agreements, as well as structuring transactions involving complex tax, corporate law, withholding and income tax components. Goodmans represents both private and public sector interests including many of Canada's largest developers, owners and managers of real estate, contractors, consortiums, leading financial institutions, investment dealers and intermediaries, governments, government agencies and crown corporations on a wide range of real estate and construction transactions.

Communications: Goodmans' Communications Group has been actively involved in almost every major transaction or policy review proceeding in the Canadian broadcasting and telecommunications industries. We have a long and effective track record before Canada's broadcasting and telecommunications regulator, the Canadian Radio-television and Telecommunications Commission (CRTC). We provide comprehensive legal services and strategic advice on Canada's broadcasting and telecommunications industries to a wide spectrum of local, national and international clients. We represent communications and media companies before the CRTC, Industry Canada, the Competition Bureau and Tribunal, the Copyright Board, the Federal Court of Appeal and Supreme Court of Canada and act on petitions to the Federal Cabinet from decisions of the regulator. We have represented a broad range of clients including small, medium and major radio and television broadcasters, cable companies, direct-to-home and wireless distribution systems, telecommunications carriers and resellers, specialty and pay programming services, internet service providers, new media companies, public and private equity investors, financial institutions and lenders, utilities, entertainment companies, trade associations, entrepreneurs and government agencies and task forces.

Corporate and Commercial: Our Corporate and Commercial practice is a multidisciplinary one, with lawyers calling on colleagues' expertise in areas such as taxation, intellectual property, the environment, labour and employment law, employee benefits, governance, securities law, restructuring and bankruptcy reorganizations, to ensure that a client's objectives are realized in the most efficient manner possible. Our tax lawyers are leaders in creating effective structures designed to maximize returns to our clients, and our securities lawyers and litigators often work hand-in-hand to ensure that clients' rights are respected and enforced. We also have extensive expertise in every significant area of corporate and commercial law, including structuring financings using public and private debt markets; structuring shareholder and joint venture arrangements; managing public offerings and joint ventures; providing corporate governance advice; and handling acquisitions and sales of private companies. We represent not only the corporations involved in transactions, but also investment banks, merchant banks, special committees of boards of directors, institutional investors and investment funds.

Corporate Finance and Securities: Goodmans has an extensive and active Corporate Finance practice. Our securities lawyers act on behalf of issuers, investment dealers, merchant banks, investors and regulators. We handle initial and secondary public offerings of all sizes, private placements, rights offerings, derivative and structured financings, cross-border offerings, spin-offs, asset securitizations, take-overs and mutual funds. The group provides strategic advice on complex corporate finance transactions, drawing on our depth of resources to provide expert and integrated securities, tax and structural input. Many of our lawyers have worked in senior positions for some of the principal regulatory agencies including the Ontario Securities Commission and the Toronto Stock Exchange, and can offer clients a sound and deep regulatory perspective and the benefit of our close relations with regulators. Our securities lawyers also represent registrants in application and compliance matters and act for market participants in disciplinary and other regulatory proceedings.

Corporate Restructuring: Goodmans' Corporate Restructuring practice is widely regarded as the leading practice in Canada with the deepest top-tier bench strength. Chambers Global, IFLR1000, The Canadian Legal Lexpert® Directory and The Best Lawyers in Canada all rank Goodmans' corporate restructuring group as Number 1. The group represents a broad range of clients in a variety of restructuring situations, including court officers, debtors, bank syndicates, noteholders, equity sponsors and purchasers and shareholders. Our Corporate Restructuring Group provides counsel to major Canadian and international corporations on a wide range of restructuring, financing and corporate issues. We act for corporations in reorganizing their financial affairs, either through formal reorganization proceedings or through negotiated restructurings. We also act for institutional and non-institutional traditional and asset-based lenders and a wide variety of debtors, noteholders and other creditors. Our list of clients include private and public corporations, Canadian and US financial institutions and international and national corporations.

Entertainment and Sports: Recognized as a leading entertainment law firm, Goodmans has lawyers devoted exclusively to the practice of entertainment law, specializing in the areas of film and television, digital media and book publishing. By blending this expertise with the regulatory work of our Communications Group with the CRTC, we distinguish ourselves from every other Canadian law firm with comparable practice areas. Goodmans represents a large cross-section of major North American film, television, new media and publishing companies, independent producers and film financers as well as many individual directors, authors and screenwriters, actors and film and television personalities. Goodmans has a broad sports law practice and can apply a range of interdisciplinary skills needed to resolve the business issues and disputes that affects sports clients in the highly competitive entertainment and media marketplace.

Litigation: Goodmans acts for a wide array of the country's leading businesses, including some of Canada's largest public and private companies, financial institutions and government agencies. We are also litigation counsel to a variety of international firms litigating in Canada. Our litigation practice spans all areas of business law. We handle a range of civil suits, including many high-profile cases involving securities litigation, intellectual property disputes, insolvency proceedings, environmental issues, construction claims and labour and employment matters. We have acted in numerous matters involving: shareholder disputes and hostile take-over bids for public companies; cases involving asset or share purchase agreements, particularly claims involving misrepresentations; shareholder class actions involving allegations of securities fraud, as well as in proceedings before the Ontario Securities Commission involving such allegations. Goodmans' litigators regularly appear in all levels of court, including provincial and federal trial and appellate courts as well as the Supreme Court of Canada. We also represent our clients before a variety of administrative and regulatory tribunals.

Mergers and Acquisitions: Goodmans' Mergers and Acquisitions group is consistently recognized by such legal industry publications as Chambers Global, IFLR, PLC and The Canadian Legal Lexpert® Directory as one of the leading M&A practices in Canada. The group has played a key role in many of the major M&A deals in Canada, representing the acquirors, targets, borrowers and issuers, or their lenders, underwriters and investors. Our M&A lawyers are current in all relevant areas of business law, including the rules and procedures of Canada's complex regulatory framework. By maintaining both a broad understanding of the business and legal environment and a sharp focus on the issues particular to each deal, our team responds quickly and creatively to the nuances and challenges of sophisticated and complex transactions, both large and small.

Municipal, Planning and Property Tax: Goodmans provides legal and strategic advice to our clients who range from individuals to large corporations, institutions and municipalities. We are involved in every aspect of the development approval process, from application preparation through to final approval. We work effectively with municipalities, provincial ministries and agencies to facilitate the processing of these applications. Our lawyers have a long and successful track record before the Ontario Municipal Board. We also have extensive experience with municipal committees and councils, committees of adjustment, conservation authorities, and heritage preservation boards, among others. We have experience drafting infrastructure finance agreements and cost sharing agreements, and an in-depth knowledge of development charges and other municipal finance issues. We have a leading practice in the field of municipal assessment and property taxation and act for many of the largest property owners including commercial and industrial landlords, tenants, developers, property managers and financial institutions.

Private Equity: Goodmans has built one of the most active and experienced private equity practices in Canada, drawing on our firm's in-depth expertise in M&A, corporate finance and tax to develop a significant presence in the Canadian private equity market. We regularly represent the leading private investment players in Canada, including Brookfield Asset Management, Birch Hill, the Canada Pension Plan Investment Board, Clairvest, CIBC Capital Partners, Wellington Financial, Edgestone Capital, Kilmer Capital Partners, Macquarie North America, ONCAP L.P., OMERS, Onex, and Ontario Teachers' Pension Plan Board. We also regularly advise hedge funds on a variety of Canadian capital markets and investment activities, including private investments in public equity (PIPE) transactions. We have advised clients on the formation of funds, making lead investments in funds, acquisitions and dispositions of investee companies, tax structuring, management compensation and debt financing to private equity funds. With deep expertise in cross-border tax issues, we advise funds on optimal structures to attract investment as well as advising non-Canadian private equity investors in structuring their Canadian acquisitions tax-efficiently, including through the use of leveraged equity.

REITs and Income Securities: Goodmans has played a leading role in Canada's REITs and income trusts sector for many years and has received wide recognition as “leading the pack” of Canadian law firms in this sector. Goodmans' REITs and Income Securities group pioneered the creation of successful income fund structures across Canada, including: the first REIT IPO, the first REIT to own an operating business, the first mutually initiated REIT merger, the first cross-border REIT, the first cross-border income fund, the largest income securities IPO, the first offering of income participating securities, the first high-dividend common share IPO of a US business, the first TSX IPO under the new REIT rules in the Income Tax Act (Canada) and the first offering of preferred units by a Canadian trust. Our team is regularly involved in a full range of transactions involving REITs and income securities, including their establishment and initial public offerings, follow-on offerings, financings, mergers and acquisitions, conversions and ongoing matters. Goodmans is the exclusive author and editor of The Canadian REIT Handbook published by RealPac.

Tax Planning: Goodmans provides tax advice on corporate matters in connection with the structuring and complex aspects of national or international business transactions. The firm provides tax advice on cross-border and domestic mergers and acquisitions, corporate restructurings, REITs and securities, corporate and commercial transactions, including equity and debt financings, divestitures and syndications as well as trust, estate and personal domestic and international tax planning, joint ventures, transfer pricing, e-commerce and commodity taxation. We provide tax advice in international transactions where we represent Canadian and US businesses operating in other countries and foreign investors investing in Canada or the US Goodmans has a wealth of experience in dealing with both tax compliance and litigation matters. Our tax dispute resolution group consists of individuals skilled at negotiating with tax authorities and at conducting tax appeals before the tax courts. Our clients, whether individuals or corporations, receive high quality and effective advice and counsel in reaching settlements when involved in a taxation dispute.

Goodmans is also recognized as a leader in a number of specialized industries and areas of practice including: alternative dispute resolution; charities and not-for-profit; commodity tax; competition; construction; employment and labour; energy; the environment; hospitality; information technology; intellectual property; mining and natural resources; pensions; privacy, private client services; privatization, public/private partnerships and project finance; property assessment and taxation; seniors housing and healthcare; and tax dispute resolution.

For further information, please visit our website at www.goodmans.ca.