WC Whitfield Crane LLP
Whitfield Crane LLP Practice No. 01

Six disciplines

A boutique-elite practice across the corporate-commercial spectrum.

The firm's six practice groups operate as a single team. The matters that come to us — contested bids, sponsor-led platform transactions, complex cross-border financings, post-closing disputes — typically demand coordination across M&A, capital markets, tax, litigation, and restructuring. We are organized accordingly.

i.

Mergers & Acquisitions

We act for acquirers, targets, and special committees in domestic and cross-border transactions, including hostile bids, going-private transactions, and complex auction processes.

The firm has anchored several of the most contested deals in Canada over the past decade. We are retained where the corporate or governance stakes are highest — typically by boards, special committees, controlling shareholders, or strategic acquirers in transactions on which a director's tenure may turn.

Representative Work

  • Negotiated and contested public-company M&A
  • Special committee mandates in going-private and related-party transactions
  • Hostile bids, defensive tactics, and shareholder activism
  • Joint ventures and strategic partnerships
  • Cross-border carve-outs and divestitures
  • Pre-bid arrangements, lock-ups, and break-fee structures

Practice Lead

ii.

Capital Markets

We advise issuers, underwriters, and selling shareholders on initial public offerings, secondary equity offerings, and senior and subordinated debt issuances on the TSX, TSXV, and U.S. exchanges.

The practice has depth across both equity and high-yield, with sustained activity in cross-listed offerings on the TSX and Nasdaq. We act for both Canadian and U.S. underwriting syndicates on transactions structured under the multijurisdictional disclosure system and on stand-alone Canadian and U.S. offerings.

Representative Work

  • Initial public offerings and secondary equity offerings
  • High-yield and investment-grade debt offerings
  • Convertible debentures and preferred share issuances
  • Cross-border MJDS and stand-alone U.S. registered offerings
  • Continuous disclosure, going-private bids, and take-over bids
  • Securities regulatory matters and CSA proceedings

Practice Lead

iii.

Private Equity

We represent leading Canadian and international sponsors on platform acquisitions, leveraged buyouts, and exits, with particular depth in pension fund consortia and infrastructure transactions.

Our private equity practice is tightly coordinated with the firm's M&A, financing, and tax groups, so that consortium structures, governance terms, and exit mechanics are negotiated on a single team. We are most often called when a sponsor needs counsel through a contested process or a cross-border closing on a compressed timeline.

Representative Work

  • Platform acquisitions and add-on transactions
  • Pension and sovereign-led infrastructure consortia
  • Leveraged buyouts and take-private transactions
  • Co-investment arrangements and joint-bid structures
  • Portfolio company governance and shareholder arrangements
  • Sponsor exits, secondaries, and continuation vehicles

Practice Lead

iv.

Tax

Transactional tax counsel on cross-border structuring, M&A, and capital markets matters, with deep experience in the rules governing Canadian-controlled private corporations, foreign affiliates, and treaty-based planning.

The tax group is integrated with the firm's deal practices. We are not a tax-controversy boutique; we are the tax counsel that closes the transaction, structures the holding company, and signs the opinion. Our work is concentrated on matters where the tax structure determines the deal.

Representative Work

  • Acquisition and disposition structuring
  • Cross-border financing and treaty planning
  • Reorganizations, butterflies, and amalgamations
  • Section 85 rollovers and capital gains planning
  • GST/HST and Canadian indirect tax on transactions
  • Transfer pricing on M&A and intra-group restructurings

Practice Lead

v.

Litigation

We litigate the matters that follow our transactional work — securities class actions, oppression and derivative claims, contested transactions, and post-closing disputes — at trial and on appeal up to the Supreme Court of Canada.

The litigation group is not a general commercial practice. We take the cases that arise out of the deals our firm and our peers do: post-closing earn-out disputes, breach-of-warranty claims, oppression remedies, securities class actions, and contested fairness hearings. Many of our matters are tried; many more are taken on appeal.

Representative Work

  • Securities class actions and oppression remedies
  • Post-closing M&A disputes and earn-out claims
  • Contested fairness hearings and Plan of Arrangement proceedings
  • Director and officer indemnity claims
  • Internal investigations and regulatory inquiries
  • Appellate advocacy at the Court of Appeal and Supreme Court

Practice Lead

vi.

Restructuring & Insolvency

Counsel to debtors, creditors, monitors, and acquirers in CCAA proceedings, BIA filings, and out-of-court workouts, with sustained activity across the energy, retail, real estate, and manufacturing sectors.

The firm acts on both the lender and debtor sides of major Canadian insolvency proceedings, and is regularly retained by court-appointed monitors and receivers. Our work integrates with the firm's M&A practice on credit-bid acquisitions and stalking-horse processes.

Representative Work

  • CCAA filings, plan negotiations, and sanction hearings
  • BIA receiverships and bankruptcy proceedings
  • Stalking-horse and credit-bid acquisitions
  • DIP financing and exit facilities
  • Cross-border insolvency proceedings (CCAA / Chapter 11 / Chapter 15)
  • Out-of-court workouts and recapitalizations

Practice Lead