Torys is a leading international business law firm with offices in Toronto, New York and Calgary. Our reputation for quality and creativity has made us trusted legal advisers in a wide variety of complex transactions.
Torys offers top-ranked cross-border and international expertise in mergers and acquisitions, public and private financings, stock exchange listings, investment structures and corporate reorganizations, Canadian and U.S. foreign investment review and competition/antitrust rules, and other regulatory matters. Our U.S. law capability allows for seamless U.S.-Canada cross-border services and enhances our ability to participate in global transactions, including as counsel to foreign clients. For information about Torys’ history, please click here.
Our International Practice
Torys regularly represents clients from outside of Canada in significant international transactions. Many of our deals involve multiple countries and legal systems, and we have worked on transactions involving most major countries, including China, India, Russia (and the former Soviet Union), certain Middle East countries and Brazil.
We have developed extensive experience with international transactions and assisting our clients with the unique and complex challenges they bring, including familiarity with multiple legal systems and reconciling Canadian and U.S. legal and regulatory requirements with those of other countries; international tax and corporate structuring; coordinating international antitrust/competition and foreign investment regulatory matters; and foreign investment protection and working closely with counsel in our clients’ domestic jurisdiction.
Torys is routinely ranked by ranking indices and recognized publications as a leader in international M&A, involved in high-profile public and private global transactions in which millions of dollars are at stake. Our team is regarded by international clients as uniquely well-positioned to manage their transactions and work alongside local counsel in jurisdictions around the world. For some of our recent recognitions, click here.
Torys is very active in assisting China-based clients making investments in North America, as well as North American clients making investments in China. We have experience working with local law firms and investment banks in China. Through our transaction experience, we have dealt with matters relating to many of the Chinese regulators (including the NDRC, CSRC, MOFCOM, SAFE and SASAC) and have developed significant insight in how to coordinate the Chinese and North American regulatory processes.
Outbound Transactions from China
We have represented:
- China Development Bank and a syndicate of lenders, as Canadian counsel, in the provision of financing to China National Offshore Oil Company (CNOOC) in its acquisition of Nexen Inc.
- China Development Bank on its proposed financing of Minmetals Resources’ proposal to acquire Equinox Minerals
- China Investment Corporation in its C$1.7 billion acquisition of a 17% equity interest in Teck Resources
- China Investment Corporation on the establishment of its Toronto representative office
- China Longyuan Power on the acquisition and development of a 100 MW wind power project in Ontario, Canada
- a Chinese bank on the establishment of a branch in Canada
- China Development Bank on the financing of the proposed acquisition of Wescast Industries by Sichuan Bohong
- Bank of China (Canada) in connection with ongoing matters relating to its Canadian operations
- a Chinese mining company on a proposed IPO in Canada
- a Chinese investor in a C$200 million investment in a private Canadian oil and gas sector company
- a major Chinese bank on the financing of a British Columbia pulp and paper company
- BlueCrest Capital on the sale of Beaver Brook Antimony Mine to Hunan Nonferrous Metals
- a listed Chinese mining company on the proposed acquisition of a mid-tier public North American base metals mining company
- Husky Energy in its joint venture arrangements with China National Offshore Oil Corporation to develop the Madura Strait Gas Project (Indonesia)
Inbound Transactions to China
We have represented:
- Scotiabank in its C$719 million acquisition of a 19.99% stake in China-based Bank of Guangzhou Co., Ltd.
- Scotiabank in its C$162 million acquisition of a stake in Xi'an City Commercial Bank
- Husky Oil China on its joint venture with China National Offshore Oil Corporation (CNOOC) to develop the Liwan offshore gas project in the South China Sea, including advising on Husky Oil’s supplemental development agreement with CNOOC, a US$800 million deepwater EPCI agreement, a US$250 million subsea equipment supply agreement and a US$800 million contract for the provision of a drilling unit
- Canada Pension Plan Investment Board in its US$112.5 million acquisition of a majority stake in a Chinese warehouse real estate development company
- Carter Holt Harvey as Canadian counsel in its US$500 million acquisition of the beverage packaging business of International Paper, which involved the purchase of assets in the United States, China, South Korea and Taiwan
Foreign Investment Review
Foreign investment regulatory approvals can be a key factor in international investments into Canada and acquisitions of Canadian businesses, and special rules apply for acquisitions by state-controlled entities. We have significant experience in guiding foreign investors (including those from Asia and the Middle East) through the Canadian foreign investment approval process. We also have significant experience in dealing with the U.S. national security regime under the Foreign Investment and National Security Act of 2007 (FINSA) and in structuring investments through third countries to achieve optimal tax structuring and investment protection results.
Our Chinese Alliance Firm
TransAsia Lawyers is a leading Chinese law firm with offices in Beijing, Shanghai and Hong Kong, and one of only a few PRC law firms with a dedicated practice for outbound investments from China. The combination of our respective local knowledge and expertise ensures that legal and regulatory issues are handled effectively, and that cultural and linguistic differences are addressed appropriately. Our alliance enables us to provide our clients with efficient, practical and authoritative legal advice on all aspects of Chinese investments being made into North America. Our relationship with TransAsia allows us to provide seamless service on the ground in China, in both English and Mandarin.
China Go Abroad
China Go Abroad is a members-only project focused on Chinese outbound investment. With information about actual investment opportunities, practical guidelines to doing business in foreign jurisdictions, and access to leading service providers and governmental agencies, ChinaGoAbroad.com truly is “Where Chinese Investors Meet the World”.
Torys is proud to be a member of China Go Abroad.