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Canadian Securities Law Developments: Making Sense of Extending Offerings into Canada

Speaker(s): Rob Lando
Recorded on: Jun. 15, 2016
PLI Program #: 184023

Areas of Expertise

New York, 1991

Ontario, 1991


  • University of Toronto, J.D.



Rob is a cross-border corporate and securities lawyer with significant practice experience in the United States and Canada. He provides concurrent advice on both the U.S. and Canadian law aspects of structuring, planning and executing public and private cross-border corporate finance and M&A transactions. Rob advises on compliance with U.S. and Canadian public company disclosure and corporate governance requirements, including the Sarbanes-Oxley Act and corresponding Canadian rules and policies. A significant component of his practice is devoted to advising on the structuring of financing and M&A transactions utilizing the Canada/U.S. Multijurisdictional Disclosure System (MJDS). Rob also routinely advises Canadian issuers and underwriters on extending offerings into the United States under Rule 144A or in conventional private placements, and U.S. issuers and underwriters on extending offerings into Canada.

Deals & Cases

  • Emera Inc. and Nova Scotia Power Inc. in connection with their U.S. shelf registration statements for investment grade debt securities.
  • Precision Drilling Corporation in the U.S. aspects of its conversion from a trust to a corporation.
  • Homburg Canada Real Estate Investment in connection with its $160 million initial public offering and listing on the Toronto Stock Exchange.
  • Cameco Corporation in its $460 million MJDS bought-deal offering of common shares in Canada and the United States, its $500 million offering of debentures in Canada and its $900 million sale of its stake in Centerra Gold Inc. by way of public offering in Canada and Rule 144A offering in the United States.
  • The underwriters of Lululemon athletic in the Canadian aspects of its cross-border initial public offering.
  • Kinross Corporation in the U.S. aspects of its acquisition of Aurelian Resources.
  • Babcock & Brown in connection with the Canadian aspects of the sale of its North American wind farm business.
  • NB Capital in connection with the redemption of its U.S. publicly traded preferred shares.
  • Shell Canada Limited in connection with the U.S. aspects of its acquisition of Duvernay Oil Corp.

The Best Lawyers in America, 2016, recognized in the area of Mergers and Acquisitions Law.

In the Media

  • Securities Advisory Committee to the Ontario Securities Commission, as the U.S. legal representative (2010-2011).
  • American Bar Association, Business Law Section, Federal Regulation of Securities Committee (Vice-Chair of the International Securities Matters Sub-Committee).

Publications / Events / Education

  • Raising Capital in the United States: A Guide to Using MJDS for U.S. Public Offerings and Periodic Reporting, January 2007 (updated October 2009) (co-author).
  • Canada/U.S. Cross-Border Financings: The Latest Developments, Panel Chair, ABA Business Law Section 2009 Spring Meeting.