Acquisition of UGE International (TSXV: UGE) by NOVA Infrastructure Fund, by way of plan of arrangement and going private transaction

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Acquisition of UGE International (TSXV: UGE) by NOVA Infrastructure Fund, by way of plan of arrangement and going private transaction

Josh Arbuckle
Bogdan Nae

Expertise
People
Insights
Office

Bankruptcy and Insolvency

With over thirty years managing commercial and family disputes, we are well positioned to give practical and sophisticated advice in managing claims against insolvent debtors and trustees in bankruptcy on a range of commercial and personal bankruptcy issues.

Some of our most noteworthy cases involve commencing and responding to appeals of trustees’ decisions, removal and appointment of trustees and advising on a host of priority matters.

We also have a wide range of experience in identifying claims that may survive bankruptcy and can be successfully commenced and in dealing with non-compliant debtors.

However, what is often most important is advice. Planning ahead and developing strategies for trustees, creditors and debtors transcends understanding the technical intricacies of bankruptcy law. It requires experience and strategic thinking, which are critical to obtaining controlled and optimal results for our clients.

Professionals:

Elliot Birnboim
Michael Crampton

Family Law

We handle some of the most complex family disputes without getting mired in the all too common pathology associated with inter-familial disputes. We focus on finding creative solutions that enable us to minimize such provocations and ensure that we maximize the recovery of our client’s interests. These disputes include claims by common law and married spouses, equalization of property, sharing of family assets such as joint homes, businesses and real estate, child and spousal support.

Shareholder Remedies

Whether for public companies or private corporations, the rights and remedies of minority and dissenting shareholders are ever expanding.

Our litigators know precisely how best to advance those shareholder interests against the corporations in which they invest, the boards that manage the corporations, other shareholders, and the brokers who had them acquire shares. And they know how to do so before the courts or in private arbitration to ensure that shareholders are treated fairly and justly.

But we also understand very well the limits of such shareholder rights. Corporations and boards of directors have, as a matter of course, frequently turned to us to enforce those limits.

Technology and Licensing

CP LLP advises domestic and foreign clients on a broad range of technology issues, including drafting and negotiating agreements relating to licensing, software development, cloud services (including SaaS, IaaS and PaaS) and e-commerce.

Our technology lawyers can also address legal issues relating to privacy and data and technology intensive transactions, such as mergers and acquisitions, IP and technology acquisitions and divestitures, collaborations and joint ventures.

Mergers and Acquisitions

M&A is one of the principal practice areas for CP LLP.

Our Transactions Group has deep experience with all manner of acquisitions, divestitures and amalgamations, both for private and public companies.

From transactions valued in the hundreds of millions to the sale of smaller family owned businesses and start-ups, we have the experience, expertise, insight, commercial sensitivity and business acumen to help you successfully close your transaction.

Trademarks

Our goal is to inform and guide brand owners with a practical and value-driven approach. Our services cover all aspects of trademark law and our team is equipped to meet the needs of a range of clients, from start-ups to Fortune 500 companies.

Some of the specific services that we offer include:

Trademark strategy, clearance, registration, prosecution and portfolio management

Conducting searches, advising on availability of marks
Preparing, filing and prosecuting trademark applications before the Canadian Trademarks Office
Responding to provisional refusals of international applications designating Canada
Managing international portfolios through a network of trusted associates outside Canada
Assisting inhouse counsel and internal marketing departments with branding strategies and trademark usage

Enforcement, Litigation and Litigation Prevention

Filing and responding to trademark oppositions
Filing and responding to cancellation notices
Preparing and responding to cease and desist letters and threats of infringement

Real Estate and Commercial Tenancies

We act for both vendors and purchasers in disputes arising from agreements involving real property, from complex commercial transactions to aborted residential sales. We focus on protecting our clients’ interests in land using practical and creative strategies, with expertise in suing for specific performance, obtaining certificates of pending litigation on title, seeking partition and sale of lands, asserting constructive trusts and resulting trusts over property, and bringing summary judgment motions for timely resolution of breaches of purchase and sale agreement claims. In the commercial tenancies context, we act for landlords and commercial tenants in disputes over the interpretation of lease provisions, breaches of covenants, lease extension agreements, property management contracts, and remedies under the Commercial Tenancies Act.

Corporate Finance and Securities

Our practice includes extensive experience acting for private companies, reporting issuers, venture capital funds and investment dealers. We provide legal and strategic advice and access to our relationships in the investment and securities regulatory community, which have been nurtured over many years.

Our broad range of services in this space include:

private placements and public offerings of equity and debt securities for private companies and public companies listed on all Canadian stock exchanges including the TSX, TSX-V, CSE and NEO
acting for and originating Capital Pool Companies on the TSX-V
going public transactions including initial public offerings and reverse take-overs including Qualifying Transactions on the TSX-V
establishment and ongoing representation for venture capital funds
regulatory compliance for reporting issuers including continuous disclosure matters

Our clients are leaders in a broad range of industries, including technology, mining, online gaming and cannabis. In addition to acting for companies, investment dealers and venture capital funds on a broad range of financing transactions, both pre and post public, we also actively assist our clients in sourcing financing, investment opportunities and general deal flow.

Commercial

CP LLP has over 25 years of experience drafting and negotiating all manner of complex commercial contracts, including, joint venture, collaboration, software development, outsourcing, cloud service, consulting, e-commerce, sales and marketing, manufacturing, supply, licensing, sale of goods and distribution agreements.

Corporate Governance

We provide our clients with a wide range of corporate governance services, including:

advising public and private company boards
advising board committees including special and independent committees
advising on board and management compensation matters
conducting and advising on board and shareholder meetings
drafting and advising on governance documents including board mandates, charters and by-laws
continuous disclosure matters
governance reviews
litigation of shareholder and governance disputes
proxy solicitations

When coupled with our expertise in corporate finance, securities regulation and mergers and acquisitions, we provide a full slate of services to the c-suite and boards of public and private companies.

Licensing

At CP LLP we draft, negotiate, and provide strategic and due diligence services with respect to a full range of licensing and technology agreements including trademark, patent and copyright licenses, film, television and other content licenses, distribution agreements, software agreements, consulting agreements and confidentiality agreements.

Privacy and Data

The collection, storage, disclosure, retention and use of customer and other data continues to transform every business.

How a business handles personal and other confidential data can have a significant consequence on its reputation, competitiveness and liability.

CP LLP provides strategic advice on a wide range of privacy and data compliance issues.

Patents

CP LLP can provide you with best practice advice on securing and exploiting your patent portfolios, including in the context of patent licensing, as well as the analysis of patents and patent related agreements in M&A transactions, joint ventures and other commercial undertakings.

Copyright

Copyright protects the expression of ideas, instead of the ideas themselves, including software, literary, dramatic, artistic, photographic and musical works.

Whether for purposes of effective client representation in technology related M&A, licensing, software development, joint ventures or in the creative industries, we have the in depth knowledge and understanding of copyright issues that is required.

Arbitration

Disturbed by the inefficiencies, delays and the procedural quagmire of court processes, and determined to find real time solutions to their business disputes, business people are increasingly inserting arbitration provisions into their business contracts requiring the parties to those agreements to resolve their disputes by arbitration rather than before the courts.

Our Litigation Group, with its advocates who are themselves qualified as arbitrators, and who have extensive experience as counsel before single and three person arbitration panels, both domestically and internationally, keenly understands that arbitration can be so much more than merely the conduct of a court-like trial before arbitrators.

Our successful arbitration practice helps parties to fashion procedural rules that allow disputes to be heard quickly and efficiently, before the best and most qualified arbitrators, and, where appropriate, to obtain awards that are enforceable internationally.

Contractual Disputes

In this ever changing business environment, complex written contracts have come to define parties’ rights and obligations to one another, both domestically and internationally.

When disputes arise, our clients have great confidence that our Litigation Group will determine which words matter, not simply in the lines but between the lines, so that we can get to the heart of the dispute, to its essential dynamics and the real issues between the parties. Our firm handles contractual disputes across a broad range of industries in almost every commercial context, including:

Supply agreements
Distribution agreements
Defective goods and services
Construction disputes and lien litigation
Banking and financing agreements
Insurance coverage disputes
Franchise Agreements and Franchisor/Franchisee Disputes
Partnership agreements