Cross-Border Transactions
One attorney. Two countries.
No translation layer.
I'm dual-licensed in the United States and Canada, admitted to practice on both sides of the border. For businesses operating across the 49th parallel, that means one relationship, one investment, and an attorney who doesn't need a week to get up to speed on the other jurisdiction.
In this practice area
Cross-border deals shouldn't require two law firms
Most businesses that operate across the U.S.–Canada border hire one firm in each country. Two engagement letters. Two billing structures. Two teams that don't talk to each other as often as they should. And a client stuck in the middle, paying for the coordination gap.
The complexity isn't the deal itself, it's the translation layer. Two securities frameworks. Two tax systems. Two governance cultures. Two sets of regulatory expectations that don't always align. Most attorneys are fluent in one side and conversational in the other. That's not enough when the transaction is real and the timeline is tight.
I practice in both jurisdictions. I'm not coordinating with foreign counsel, I am the counsel, on both sides.
The friction isn't theoretical. SEC continuous disclosure runs on a different cadence than Canadian Securities Administrators reporting. IFRS reporting in Canada has to be reconciled to U.S. expectations under Foreign Private Issuer rules. Material change reporting in Alberta lands at a different threshold than 8-K reporting under U.S. exchange rules. The Multijurisdictional Disclosure System, MJDS, exists to bridge these gaps for qualifying issuers, but most attorneys don't know when it applies or how to use it. The result, when you have separate counsel in each country, is a lot of well-intentioned coordination that ends up shifting the burden back to the client. The result, when you have one counsel in both, is the disclosure timeline that should have happened in the first place.
Cross-border capabilities
U.S. Public Listings & De-SPAC Transactions
I've guided companies through the full lifecycle of going public in the United States, from F-4 registration filings to post-listing governance and continuous disclosure. I know the SEC framework from the inside, having managed these obligations as General Counsel. The F-4 versus S-4 distinction matters: Canadian-incorporated issuers register on F-4 and elect Foreign Private Issuer status, which carries a different reporting burden than domestic filers. Getting the election right at registration shapes every subsequent filing for years.
Dual-Listing (TSX & NYSE/NASDAQ)
For Canadian companies listing on U.S. exchanges, or U.S. companies seeking a TSX listing, I handle the governance, disclosure, and compliance requirements for both jurisdictions simultaneously. One attorney. Both sets of rules. The MJDS shelf is the underused mechanism here, it lets qualifying Canadian issuers raise capital in the U.S. on a Canadian prospectus, with significantly less duplicative review. Whether MJDS applies depends on the issuer's structure and reporting history. When it does, the savings on time and external counsel are material.
Cross-Border M&A
Acquisitions, mergers, asset purchases, and divestitures involving parties or assets on both sides of the border. I handle the deal structure, regulatory filings, and closing mechanics without the overhead of a dual-firm arrangement. Cross-border M&A typically triggers parallel review under the Hart-Scott-Rodino Act and the Canadian Competition Act, with different thresholds and timelines. Treaty-based withholding analysis on the deal proceeds is its own discipline. Both sit in the gap that single-jurisdiction counsel often misses.
Foreign Private Issuer Compliance
Canadian issuers listed on U.S. exchanges must continuously evaluate their Foreign Private Issuer status. I advise on FPI qualification, the implications of losing FPI status, and the strategic decisions that follow, including the annual June 30 measurement date that most companies don't think about until it's too late. Once FPI status is in question, the operational shift is significant, domestic filers report on 10-Q quarterly rather than 6-K material-event basis, the disclosure standard moves from MD&A to a more prescriptive U.S. framework, and Section 16 short-swing rules become applicable to insiders. I plan around the inflection rather than reacting after.
Board Governance Across Jurisdictions
Boards that operate across two countries face unique challenges, different fiduciary standards, different disclosure obligations, different expectations around independence and compensation. I've built governance frameworks that satisfy both Canadian and American regulators. Director independence definitions vary materially between TSX rules, NYSE rules, and Delaware-style fiduciary tests. So do disclosure expectations on related-party transactions. A board that's compliant in one regime can be exposed in the other unless the framework reconciles both.
Equity Compensation Design
Stock option plans, RSU programs, and performance-based equity that work across both tax systems. I design compensation structures that achieve the company's objectives without creating unintended tax consequences for employees in either country. U.S. ISO treatment under Section 422 doesn't translate to Canadian tax recognition, and Canadian deferred-compensation rules under Section 110(1)(d) don't translate cleanly to U.S. employees. Plans drafted for one jurisdiction without considering the other create bills employees only see at exercise, which is the wrong moment to find out.
Cross-Border Real Estate
When a Canadian resident sells U.S. real property, or a U.S. taxpayer sells Canadian property, the transaction sits at the intersection of two tax codes that don't reconcile cleanly. A Section 1031 like-kind exchange under U.S. tax law has no Canadian equivalent: U.S. deferral mechanisms don't translate to Canadian tax treatment. FIRPTA withholding applies on the U.S. side; Canadian capital-gains rules apply on the Canadian side; the treaty-based foreign tax credit analysis is its own discipline. Most cross-border real property transactions need integrated counsel before the deal structure is set, not after. I advise on the legal framework and coordinate with tax specialists on both sides.
The Scale bridge: For matters requiring U.S. litigation, IP, employment, or real estate counsel, I bring in Scale LLP colleagues with expertise in those areas. The cross-border relationship stays with me. The specialized work stays inside one firm.
The Four Frictions of the Two-Firm Model
Most businesses that operate across the U.S.–Canada border hire one firm in each country and absorb the friction. The friction has four distinct sources, each of which adds cost and timing risk to cross-border work. Dual-qualified practice removes all four.
The translation layer
Most attorneys are fluent in one jurisdiction and conversational in the other. That works for screening the issues, but it doesn't work for executing the transaction. Cross-border M&A, dual-listings, MJDS qualifications, and continuous disclosure each have technical details where being conversational means missing the question entirely.
Dual-qualified practice brings native fluency in both, without the translation cost or the timing slip that comes from attorneys handing work back and forth.
The disclosure cadence mismatch
SEC continuous disclosure operates on a different cadence than Canadian Securities Administrators (CSA) reporting. SEC filings (8-K, 10-Q, 10-K, proxy) follow one calendar; CSA filings (annual MD&A, AIF, interim filings) follow another. Material change reporting in Alberta lands at a different threshold than 8-K reporting under U.S. exchange rules.
For dual-listed issuers, a two-firm engagement means two separate timing analyses, two drafting passes, two review cycles. The friction multiplies as disclosure pressure increases.
The coordination gap
Two engagement letters with separate firms. Two billing structures with separate minimums. Two intake processes, two sets of conflicts checks, two teams that don't communicate as often as they should, and a client stuck in the middle paying for the coordination overhead.
The friction is often invisible until a transaction needs to move fast. Then the coordination gap becomes the binding constraint on the timeline. The more recent the cross-border step, acquisition, listing, financing, the more often the gap shows up.
The MJDS blind spot
The Multijurisdictional Disclosure System exists to bridge U.S.–Canada disclosure obligations for qualifying issuers. MJDS reduces redundant disclosure work and aligns continuous reporting between SEC and CSA frameworks, but most attorneys don't know when it applies or how to use it.
For dual-listed Canadian issuers meeting MJDS eligibility, the system is a structural shortcut that requires the right counsel to recognize and implement. Without it, every step becomes manual.
Two-firm model vs dual-qualified practice
Across the dimensions that matter to cross-border transactions, the structural differences add up. Dual-qualified practice is usually less expensive in total spend, faster in response time, and materially easier to coordinate.
| Dimension | Two-firm model | Dual-qualified practice |
|---|---|---|
| Engagement letters | Two, one per jurisdiction | One |
| Billing structures | Two minimums, two retainers, two invoice processes | Single billing relationship |
| Conflicts checks and intake | Two separate processes with separate timelines | Single intake, one set of conflicts |
| Cross-border response time | Variable; depends on firm-to-firm communication | Same-day baseline, one attorney handles both sides |
| MJDS expertise | Often a coin flip whether either firm has it | Foundational to the practice |
| Disclosure cadence management | Two firms working off two calendars | One attorney managing both calendars |
| Total cost | Typically 1.3–1.7× single-firm total spend | Single-firm pricing across the engagement |
Cost multiplier reflects observed patterns across cross-border engagements; specific cost outcomes depend on transaction complexity and firm rate structures. Not legal advice.
How to evaluate cross-border counsel for a U.S.–Canada transaction
A five-step framework for businesses approaching a cross-border transaction, acquisition, dual-listing, capital raise, or restructuring, and deciding whether to engage two firms or a single dual-qualified practitioner.
-
Identify the jurisdictions and where the regulatory burden is heaviest
Map the transaction to the regulators involved: SEC, CSA, provincial securities commissions, stock exchanges (NYSE/NASDAQ/TSX/TSXV). Identify which side carries the more substantive disclosure or filing burden, that's where the depth of counsel matters most.
-
Assess regulatory complexity
Look at the substantive regulatory overlap: SEC and CSA continuous disclosure, MJDS eligibility, securities law harmonization, tax structuring across borders, FIRPTA and treaty considerations. The more dimensions of overlap, the more value dual-qualified practice provides.
-
Evaluate timeline pressure
Transactions on tight timelines amplify coordination friction. If the transaction must close in 60 days, the time spent passing work between two firms becomes a real constraint. Dual-qualified practice eliminates the hand-off and protects the timeline.
-
Weigh single-firm vs two-firm total cost
The two-firm model often looks cheaper on hourly rates but adds up across separate minimums, separate retainers, and coordination time billed by both sides. Calculate total transaction cost, not just hourly rates. Dual-qualified practice is typically meaningfully cheaper when total spend is computed honestly.
-
Vet specific dual-qualification credentials
Confirm active bar admission in both jurisdictions. Confirm prior transactional experience on both sides of similar deals. Confirm MJDS familiarity if relevant. Dual qualification on paper is not the same as dual qualification in practice; the credentials need real depth behind them.
I've done this before
I served as Outside General Counsel to Greenfire Resources through its U.S. public listing via a de-SPAC transaction with M3-Brigade Acquisition III Corp., announced December 2022, closed September 2023, valued at US$950 million, and through its subsequent TSX dual-listing in February 2024. The role wasn't advisory from the outside. It was embedded in the deal team across two countries and a fourteen-month transition.
The pre-listing phase was the registration build. The Form F-4, the SEC form used when a Canadian-incorporated issuer goes public in the U.S., was filed in April 2023 (file number 333-271381) and went effective in August after multiple amendment cycles and SEC staff comments. Moving that document through the SEC's review process meant coordinating disclosure across U.S. securities law, Canadian disclosure obligations, and the company's operational reporting on Athabasca-region thermal oil production.
The post-listing phase was governance design. NYSE listing standards, audit and compensation committee composition, related-party policies, insider trading procedures, the Foreign Private Issuer election and its operational implications, all built from the ground up because a private operating company doesn't carry that infrastructure into a public listing. The equity compensation plan had to function for U.S. and Canadian employees simultaneously without creating tax exposure either way.
The TSX listing in February 2024 added a second jurisdiction's continuous disclosure obligations to the operating cadence. I continue to provide strategic Outside General Counsel support today. Engagements like this aren't a single transaction, they're the foundation of an ongoing relationship that lasts as long as the company's public listing does.
Client Testimonial
Sometimes Legal can be viewed as the 'business prevention department' — but it was the exact opposite with Chuck. He was extremely strategic, added valuable contributions across all areas of the business, and was a fantastic partner to commercial.Jennifer Warawa Former Chief Commercial Officer, DIRTT (TSX: DRT)
Frequently asked questions
If your business has significant operations, assets, or counterparties in both the U.S. and Canada, a dual-licensed attorney eliminates the coordination gap between two firms. For a single cross-border contract, you might not need it. For an ongoing relationship, especially one involving governance, securities compliance, or M&A, it saves time, money, and risk.
A de-SPAC is a process by which a private company goes public by merging with a Special Purpose Acquisition Company (SPAC) that is already listed on a stock exchange. It's an alternative to a traditional IPO, often faster and with more pricing certainty. The regulatory requirements are substantial, SEC filings, proxy statements, governance frameworks, and I've guided companies through the full process.
Yes. I'm admitted to practice in Canada and I advise Canadian issuers on continuous disclosure obligations, FPI status, and cross-border governance matters. If your business has a Canadian connection, an investor, a subsidiary, a listing, or a counterparty, I can handle both sides without bringing in foreign counsel.
One engagement letter. One billing relationship. One investment. You're not paying two firms to talk to each other. For transactional work, I provide project-based estimates. For ongoing advisory work, we structure a retainer that covers both jurisdictions.
The U.S. estate tax applies to the U.S.-situs property of non-resident aliens, including U.S. real estate, U.S.-incorporated company shares held directly, and certain other assets, at rates up to 40% above relatively low thresholds. The Canada–U.S. tax treaty provides a unified credit that mitigates the impact for Canadian residents, but the analysis isn't automatic and the planning windows are narrow. For Canadian residents with significant U.S. holdings, vacation property, public-company shares held directly rather than through a Canadian entity, or U.S. business interests, the planning conversation should happen long before the estate event. I work with cross-border tax specialists on the structure; my role is the legal architecture.
A Foreign Private Issuer is a non-U.S. issuer that meets specific tests under SEC Rule 405, primarily the location of the company's principal office, the residence of its officers and directors, and the percentage of its voting securities held by U.S. residents. FPIs file annual reports on Form 20-F instead of 10-K, file material event reports on Form 6-K instead of 8-K, are exempt from Section 16 short-swing rules, are exempt from proxy rules in most cases, and may report in IFRS rather than U.S. GAAP. The trade-off is real: domestic filer status carries more frequent reporting and stricter U.S. governance expectations, but it removes ambiguity for U.S. institutional investors. The June 30 annual measurement date determines which set of rules applies for the next fiscal year. Plan around the inflection.
From the Y'all Street Law podcast
Brian Elliott and I cover the developing landscape of Texas business law in long-form conversation. Episodes most relevant to this practice area:
Equities in Dallas
The Texas equity story and the development of Texas as a capital markets jurisdiction, context for any company weighing where to incorporate or list.
Listen Episode 8The Texas Stock Exchange
What a new Texas-based exchange could mean for capital formation, and how it intersects with the existing NYSE/TSX dual-listing path.
Listen Episode 162026 Predictions
The 2026 cross-border outlook, IPO windows, capital flows, and where the U.S./Canada deal volume is moving.
ListenDefined terms in this practice area
Each term links to a statutorily-grounded definition in the Kraus Law glossary, with citations and Texas-specific application notes.
If your deal crosses the border,
your attorney should too.
Has your lawyer done this before? Let's have that conversation.