$2.3B Cross-Border Tech Acquisition

THE CHALLENGE

A Toronto-based AI company had built something special—machine learning tech that could predict supply chain disruptions before they happened. A Silicon Valley tech giant noticed and came knocking with a $2.3B offer. Sounds great, right?

Here's where it got complicated: the target company had IP registered in Canada, operations in three countries, and key employees with complex equity agreements. The buyer wanted a 90-day close. Oh, and there was a competing offer from a European firm that would've kept headquarters in Canada—which meant the federal government was watching closely.

We had to navigate Canadian foreign investment review, US antitrust scrutiny, employee retention agreements, and IP transfer across jurisdictions—all while keeping the deal terms confidential in a tight-knit tech community.

OUR APPROACH

First thing we did? Built a cross-functional team that included our Toronto office and partners in California and the UK. This wasn't gonna work with the usual back-and-forth email chain.

We split the work into three parallel tracks:

• Regulatory clearance: Filed with Innovation, Science and Economic Development Canada early, positioning the deal as tech-transfer that would benefit Canadian operations.
• IP protection: Created a dual-structure where core Canadian IP stayed under a Canadian subsidiary with licensing agreements—satisfied government concerns and protected the buyer's interests.
• People retention: Restructured equity and employment agreements for 47 key employees, with retention bonuses tied to 3-year vesting schedules.

The tricky part was managing the competing offer. We used it as leverage but had to be careful not to spook the primary buyer. Ended up getting better terms on the earnout structure and employee retention package.

THE OUTCOME

Closed in 94 days—6 days ahead of deadline. The founder and CEO stayed on for the transition, along with 45 of the 47 key employees. Canadian operations actually expanded post-acquisition because of how we structured the IP ownership.

Government approved the transaction without conditions, which was huge. And the earnout structure we negotiated ended up paying an additional $340M to shareholders when the product line hit its 18-month targets.

Best part? Two years later, the Canadian subsidiary has grown from 200 to 400 employees. The deal actually created jobs instead of eliminating them.

THE CHALLENGE

A manufacturing client had a $47M contract to deliver specialized equipment to a buyer in Southeast Asia. Three months into production, new trade restrictions hit. Their shipment of completed units got stuck at customs—not in the destination country, but in a transit hub they'd used dozens of times before.

The buyer was threatening to cancel. The transit country's customs office wasn't returning calls. And there was a liquidated damages clause that would've wiped out the entire profit margin if they missed the delivery deadline—which was 28 days away.

OUR APPROACH

Step one was figuring out what actually changed. Turned out there was a new classification system for dual-use technology that the transit country had quietly implemented. Our client's equipment technically could be used for restricted purposes, even though that wasn't the intended application.

We worked three angles simultaneously: submitted new documentation proving end-use destination and civilian application, brought in a technical consultant to provide additional specifications, and opened diplomatic channels through Canadian trade offices.

Meanwhile, we negotiated with the buyer to extend the deadline by 45 days in exchange for a reduced pricing adjustment—which was way better than the full liquidated damages hit.

THE OUTCOME

Customs released the shipment on day 39 of the extended deadline. Total financial impact was about 8% margin reduction instead of the 100% loss they were facing. More importantly, we documented the new compliance process so their future shipments wouldn't hit the same issue.

The relationship with the buyer actually got stronger—they appreciated the transparency and problem-solving. Led to two more contracts worth $83M combined.

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THE CHALLENGE

A Toronto biotech startup developed a new drug delivery mechanism with huge potential. They'd filed a provisional patent in Canada but needed international protection before presenting at a major industry conference in 6 weeks. Problem was, they knew at least two competitors were working on similar tech.

If they didn't secure patents before going public with the technology, they'd lose patent rights in several key markets. But the standard timeline for international patent applications was 4-6 months.

OUR APPROACH

We filed under the Patent Cooperation Treaty, which gave us protection in 12 countries simultaneously. Then we worked with local counsel in each jurisdiction to fast-track the applications—not every country offers expedited review, but most do if you know who to ask and how to ask.

The technical claims had to be written carefully. Too broad and they'd get rejected. Too narrow and competitors could design around them. We brought in a patent agent with biotech expertise and went through 7 drafts before filing.

Also negotiated confidentiality agreements with the conference organizers that gave us an additional 30-day grace period on public disclosure—which ended up being crucial.

THE OUTCOME

Got provisional protection in all 12 jurisdictions before the conference. The presentation went ahead as planned. Three months later, one of those competitors filed for a patent on similar tech—but we had priority dates that blocked their claims in 9 of the 12 markets.

The company used those patents to secure a $35M Series B funding round. The lead investor specifically cited the international IP protection as a key factor in their decision.

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THE CHALLENGE

Our client, a mid-sized manufacturer, had a 5-year exclusive supply agreement with a major distributor. Three years in, the distributor got acquired and the new owners decided they wanted to switch to a cheaper supplier. Just stopped placing orders, claiming quality issues that weren't documented anywhere.

Our client's entire business model was built around that contract. They'd invested $12M in new equipment specifically for that customer. Losing the contract would've meant layoffs and possibly bankruptcy.

OUR APPROACH

We tried to settle first—always do. Offered to renegotiate pricing and terms. They weren't interested. Their legal team thought the acquisition gave them an out through a change-of-control clause, but that clause actually required mutual agreement on contract terms, which they never sought.

So we sued for breach of contract and filed for an injunction to prevent them from signing with the new supplier while the case was pending. The injunction got granted, which gave us leverage.

Discovery showed their "quality issues" were fabricated after the fact. We found emails from their procurement team specifically discussing how to get out of the contract to improve margins. That was a gift—showed bad faith and conscious wrongdoing.

THE OUTCOME

Trial lasted 3 weeks. Jury awarded $86M in damages—covered the remaining contract value, lost profits, the equipment investment, and awarded punitive damages for the bad faith termination.

They appealed, of course. But we'd built such a strong record that the appeal was denied. Collected the full amount over 18 months through a structured payment plan.

Our client used part of the settlement to diversify their customer base. Now they've got 6 major customers instead of relying on one. Much healthier business model.

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THE CHALLENGE

A publicly-traded energy company was facing new ESG disclosure requirements that were way more detailed than anything they'd dealt with before. Their existing governance structure wasn't set up to collect, verify, and report the required data. And activist shareholders were already circling, looking for any inconsistencies to exploit.

The CEO knew they needed to get ahead of this but wasn't sure where to start. Their board had limited ESG expertise, and the company's reputation in environmental circles was, let's say, not great.

OUR APPROACH

First, we did a gap analysis of their current reporting against the new requirements. Found a bunch of areas where they were already collecting relevant data but not reporting it—so they were actually doing better than their public profile suggested.

Then we restructured their board committees, creating a dedicated ESG committee with real authority and expertise. Recruited two new independent directors with environmental and sustainability backgrounds.

For the disclosure framework, we didn't just aim for compliance—we built a system that would position them as a leader in transparency. Included third-party verification of key metrics and published data that went beyond what regulations required.

Also worked with their communications team to proactively engage with the activist shareholders. Turns out when you actually talk to people and show them what you're doing, they're sometimes willing to listen.

THE OUTCOME

Their first comprehensive ESG report got positive coverage in the business press. The activist shareholders didn't go away entirely, but they shifted from confrontation to constructive engagement. Two of them ended up supporting management's proposals at the annual meeting.

More importantly, the ESG scores from major rating agencies improved significantly—which helped their cost of capital and made it easier to attract certain institutional investors.

The CEO told us later that the process actually helped them make better operational decisions because they finally had good data on the environmental impact of different business units.

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THE CHALLENGE

Three siblings had inherited their parents' manufacturing business—worth about $120M. One wanted to run it. One wanted to cash out immediately. One was somewhere in between but didn't trust either of the other two.

They'd been fighting for 18 months. The business was suffering because nobody could make decisions without triggering a family argument. Key employees were starting to leave. Customers were getting nervous.

Previous lawyers had basically thrown up their hands and suggested they just sell the whole thing to a third party, split the proceeds, and be done with each other. But that felt like giving up on 40 years of family legacy.

OUR APPROACH

We started with individual meetings with each sibling—away from the lawyers they'd already hired, just to understand what they actually wanted, not what their positions were.

Turned out the one who wanted to run it was actually pretty good at operations. The one who wanted out needed cash for another venture but didn't hate the family business. And the middle sibling mainly wanted to make sure the family legacy was respected and employees were treated fairly.

So we structured a deal where: Operating Sibling bought out Cash-Out Sibling over 5 years using business profits (no outside financing needed). Middle Sibling kept a minority stake with specific veto rights over major decisions like layoffs and sale of the company. Set up a family foundation funded by business profits to maintain the philanthropic work their parents had done.

Also brought in a family business consultant to help them set boundaries between family and business issues—because the legal structure only works if people actually follow it.

THE OUTCOME

It's been 2 years and the business is thriving. Operating Sibling has made significant improvements in efficiency. Cash-Out Sibling got their money and started their new venture (successfully, turns out). Middle Sibling shows up to quarterly board meetings and is happy with how things are going.

They actually all came to our office Christmas party last year. That might not sound like a legal victory, but trust me, it is.

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THE CHALLENGE

A successful Canadian e-commerce retailer wanted to expand into Europe. They'd done great in North America but had zero experience with EU regulations. GDPR, VAT, product compliance standards, employment law—it was a lot.

Their initial plan was to just start shipping to EU customers and figure it out as they went. We, uh, strongly recommended against that approach.

OUR APPROACH

First decision was where to establish their EU presence. Lots of companies were using Netherlands or Ireland for tax reasons, but their specific product mix and target markets made Germany a better fit.

Set up a German subsidiary with proper VAT registration. Worked with local employment lawyers to hire a small team—EU employment law is way more protective of workers than Canadian law, so the contracts and policies needed to be completely redone.

GDPR compliance was the big one. Had to audit their entire data handling process, implement new consent mechanisms, update privacy policies in multiple languages, and set up systems for handling data subject requests. It was tedious but necessary.

Also helped them navigate product compliance for their category—they sold tech accessories, which meant CE marking, RoHS compliance, and a bunch of other acronyms that their suppliers weren't initially prepared to deal with.

THE OUTCOME

They launched in Germany, Austria, and Netherlands 7 months after engaging us. No regulatory issues, no fines, no angry letters from data protection authorities.

First-year EU revenue hit $18M, which exceeded their projections. They've since expanded to 6 more countries using the same framework we built.

The CEO later told us that their biggest worry had been that compliance would slow them down so much that competitors would beat them to market. But having everything properly set up from the start actually gave them credibility with EU customers and business partners.

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