Torys LLP

Torys LLP is a highly respected international business law firm with offices in Toronto, New York and Calgary. The firm is known for its seamless cross-border services in a range of areas, including corporate and capital markets; litigation and dispute resolution; restructuring and insolvency; taxation; competition and antitrust; environmental, health and safety; infrastructure and energy; mining and metals; financial institutions; payments and cards; pension and employment; intellectual property; technology, media and telecom; climate change and emissions trading; and real estate.

Corporate and Capital Markets: (Contacts: Kevin Morris, (416) 865-7633, kmorris@torys.com; Karrin Powys-Lybbe, (416) 865-7829, kpowys-lybbe@torys.com; Andrew Beck, (212) 880-6010, abeck@torys.com; Scott Cochlan, (403) 776-3784, scochlan@torys.com) This practice encompasses traditional and innovative financing transactions in the domestic and international capital markets. The firm's work includes mergers and acquisitions; corporate finance; corporate reorganizations; debt finance and lending; structured finance and securitization; private equity and venture capital; technology, media and telecom; commercial real estate; and infrastructure and energy. The firm's clients include major corporations; entrepreneurial and growth-oriented companies in all major industrial sectors; investment funds; major US, Canadian and foreign investors; commercial and merchant banks; and major financial institutions. Torys also regularly advises all levels of government and many of Canada's prominent families.

Litigation and Dispute Resolution: (Contacts: Crawford Smith, (416) 865-8209, csmith@torys.com; David Wawro, (212) 880-6288, dwawro@torys.com) Torys' litigators have widely recognized expertise as counsel, appearing before all levels of courts and tribunals in Ontario, and before the Federal Court, the Supreme Court and the courts of other provinces. With extensive trial and appellate dispute resolution experience in the United States and Canada, the firm's litigation practice is equipped to take on complex disputes in both countries. The practice involves commercial disputes of all forms, including proxy fights, shareholder disputes, takeover bids, oppression claims, valuations, competition issues and restraint-of-trade claims. Torys also has special expertise in competition and antitrust disputes; constitutional and defamation matters; pension and employment issues; tax disputes; health law matters; professional liability matters; and intellectual property disputes.

Restructuring and Insolvency: (Contacts: Tony DeMarinis, (416) 865-8162, tdemarinis@torys.com; William Gray, Jr., (212) 880-6336, wgray@torys.com) Torys has a highly experienced group of lawyers dedicated to the practice of financial restructuring and insolvency. The firm has played a central role in most recent major Canadian corporate insolvencies, restructurings and workouts, and has extensive experience in Canada-US cross-border and other international bankruptcies, creditor-protection applications and reorganizations.

Taxation: (Contact: James Welkoff, (416) 865-7326, jwelkoff@torys.com) This practice provides national and international tax management advice to multinational businesses, domestic public and private companies, financial institutions, issuers, private equity investment fund and pension fund sponsors, venture capital investors and start-up companies. The group is particularly known for its expertise in managing complex transactions and structuring challenges in the United States and Canada.

Competition and Antitrust: (Contact: Jay Holsten, (416) 865-7523, jholsten@torys.com; Omar Wakil, (416) 865-7635, owakil@torys.com; Dany Assaf, (416) 865-7303, dassaf@torys.com) Torys is internationally recognized as having one of Canada's leading competition law practices. Our practice involves representing clients on all aspects of competition law, including complex merger review, cartel investigations and follow-on class actions, abuse of dominance and other reviewable matters, litigation, marketing and distribution, and compliance. In addition, Torys has a leading foreign investment practice, with extensive experience in handling Investment Canada Act reviews before both the Investment Review Division and the Cultural Sector Investment Review directorate.

Environmental, Health and Safety: (Contact: Dennis Mahony, (416) 865-8214, dmahony@torys.com) Torys has one of Canada's most recommended environmental law groups. It is international in scope, with a particular focus on the United States, Canada, Europe, Asia and Latin America. The group advises on corporate transactions, including mergers and acquisitions, securities and debt financings; in litigation and dispute resolution, including environmental assessments, toxic torts, Superfund cases, and citizen-suit and criminal defence matters; on compliance and regulatory matters; on environmental management systems; and on the investigation, remediation and development of contaminated sites, including brownfields.

Infrastructure and Energy: (Contacts: Mark Bain, (416) 865-7349, mbain@torys.com; Krista Hill, (416) 865-7953, khill@torys.com) This practice represents Canadian, US and international clients in structuring, developing, constructing, financing, managing, operating, buying and selling infrastructure and energy projects. The group handles the regulatory, transmission and distribution aspects of traditional and renewable power technologies, and manages transactions involving all types of infrastructure asset classes, including ports, toll roads, bridges, schools, hospitals, airports, long-term care facilities, medical laboratories and diagnostic facilities.

Mining and Metals: (Kevin Morris, (416) 865-7633, kmorris@torys.com; James Scarlett, (416) 865-8199, jscarlett@torys.com) Torys has a long history of involvement in all aspects of mining and mineral resource development, including in the complex domestic and international regulatory environments related to mining projects. Torys assists domestic and international clients with exploration and development agreements, royalty agreements, joint venture arrangements, engineering and service contracts, sales contracts and international concession arrangements.

Financial Institutions: (Contact: Blair Keefe, (416) 865-8164, bkeefe@torys.com) Torys acts as corporate counsel to some of Canada's largest life insurance companies and banks, as well as to a number of property and casualty companies, merchant banks, and major foreign banks that have established Canadian banking subsidiaries or non-bank subsidiaries in Canada. The firm assists in mergers and acquisitions and divestitures; public and private financings in the United States and Canada; demutualizations; cross-border tax, employment and insolvency matters; and dispute resolution. As part of the practice, Torys also works with industry associations, regulators and governmental agencies on special projects and policy initiatives.

Payments and Cards: (Contacts: Blair Keefe, (416) 865-8164, bkeefe@torys.com; Daniel Logan, (416) 865-7537, dlogan@torys.com) The multidisciplinary group of lawyers in this practice advises clients on all aspects of the payments and cards industries, including financial services regulatory matters in the payments system and cards area; structuring card network brand and co-brand arrangements; negotiating and drafting BIN/ICA servicing arrangements; acquiring and developing card and payment systems, and their outsourcing arrangements; advising on consumer protection provisions and cost-of-borrowing disclosure requirements; and providing M&A advice on the acquisition and divestiture of portfolios.

Pension and Employment: (Contact: Mitch Frazer, (416) 865-8220, mfrazer@torys.com) Torys' full-service advice on pensions, benefits, employment and compensation in Canada, the United States and internationally includes advice on pension and benefit plans, fund administration, sponsorship, governance, and compliance with federal income tax law and provincial standards legislation. Members of the practice also advise human resources personnel, compensation committees and directors on personnel practices; discrimination; employment, change-of-control, compensation, non-competition and confidentiality agreements; terminations; executive contracts; retention arrangements; supplementary retirement plans; and incentive-compensation arrangements, including stock options, phantom stock, share appreciation rights and deferred share unit plans. Torys' litigators also provide expertise in pensions, benefits, employment and compensation matters, having acted on many of the area's leading cases at all levels of court and regulatory tribunals.

Intellectual Property: (Contacts: Conor McCourt, (416) 865-8181, cmccourt@torys.com; Eileen McMahon, (416) 865-7676, emcmahon@torys.com) Torys' intellectual property lawyers, patent and trade-mark agents, and technical consultants serve clients in the life sciences, consumer products, e-commerce, media, telecommunications, financial services, manufacturing, energy, environmental and governmental sectors. The group's services include the protection, commercial exploitation and management of intellectual property rights and assets, including patents, trade-marks, copyright and industrial designs; intellectual property litigation; food and drug regulatory applications, approvals and agreements; marketing, packaging and labelling of products; and clinical trial arrangements.

Technology, Media and Telecom: (Contact: David Chaikof, (416) 865-8126, dchaikof@torys.com) This practice is uniquely equipped to assist the participants in this sector in meeting their distinctive needs. With both business savvy and extensive experience in the technology sector, our lawyers advise the full range of players in the industry, particularly in significant and complex M&A and capital markets transactions. Our clients include major North American technology enterprises, private equity investors, lenders and technology-oriented investment dealers.

Climate Change and Emissions Trading: (Contacts: Patricia Koval, (416) 865-7356, pkoval@torys.com; Dennis Mahony, (416) 865-8214, dmahony@torys.com) This practice advises on international and domestic legislation; emissions credit-related issues associated with development projects; climate change-related disclosure requirements; climate change risk as part of M&A, financial due diligence, lending and insurance; financing and investment opportunities in the areas of renewable energy, energy efficiency, technology pools, carbon funds and other emissions trading matters; and policy.

Real Estate: (Contact: David Dell, (416) 865-8100, ddell@torys.com) Torys' commercial real estate lawyers advise on the development, ownership, management and leasing of retail, office, industrial, hotel, resort and residential projects, as well as on infrastructure projects. The group represents US, Canadian and international investors, lenders and developers; vendors and purchasers in purchase and sale transactions; and borrowers and lenders in the public and private markets in conventional and innovative financing of commercial properties, and in project financing of industrial facilities.

Further Information and Other Services: For further information, please contact Les Viner, Managing Partner, at (416) 865-8107, or visit www.torys.com.