Canadian Plan of Arrangement – Do I Need U.S. Counsel?
You’re a Canadian public company with no U.S. operations. You don’t file reports with the SEC. You plan to merge with another Canadian public company in a share-for-share exchange, structured as a Canadian plan of arrangement. Do you need to hire U.S. counsel to assist on this Canadian deal? Yes. Canadian public companies invariably have shareholders resident in the United States. If the acquirer will issue shares to the target shareholders, or if there will be an amalgamation in which shareholders of both companies receive shares of amalco, the transaction will be deemed to involve the offer and sale of securities to the U.S. shareholders. This requires either registration with the SEC and...
