Manufacturing and Distribution

OVERVIEW

At Gowlings, we know manufacturing remains a vital sector of the Canadian economy, providing a livelihood for almost five million people. We know too that as trade has liberalized, manufacturing exports have grown to the point where 70 per cent of the products made by Canadian manufacturers are now exported. Product distribution has become more sophisticated as well thanks to improved communication and computing technologies and advances in logistics management.

However, today’s manufacturers and distributors are challenged by increased competition from lower-cost jurisdictions, downward pricing pressure resulting from worldwide over-capacity, increasing regulatory compliance costs, rising labour input costs, a strengthening Canadian dollar and a shortage of qualified people. We know that, in order to remain competitive, these companies need experienced legal counsel who understand that they too must contribute to the cost reduction, productivity improvement and risk mitigation initiatives of their manufacturing and distribution clients.

The Gowlings Team

Gowlings’ Manufacturing and Distribution Industry Group knows what manufacturers need from all their service providers, including their lawyers, to succeed in today’s fiercely competitive global market. We deliver legal services that make it easier for our manufacturing and distribution clients to implement practical strategies for improving productivity, reducing costs across-the-board and mitigating risks. We know our clients need this kind of support and we innovate to provide that.

Gowlings has a proven track record representing manufacturers and distributors across a wide-range of industries, including steel, pulp and paper, electrical and electronic products, automotive, apparel, office furniture and equipment, chemical, consumer goods and many more. Our strength lies in our ability to get deals done on time and on budget, our cross-border expertise, our recognized leadership in technology and engineering-related legal issues, our positive approach to employment and labour law issues, and our understanding of the financial and logistical dimensions of manufacturing and distribution in Canada.

Services Available

The Manufacturing and Distribution Group offers a comprehensive range of services to national and international clients.

Mergers and Acquisitions

We understand the management integration issues inherent in the acquisition of established manufacturing and distribution businesses by domestic and foreign acquirors. Our professionals can provide sophisticated advice on all aspects of the transaction, including:

• Investment Canada filings
• competition analysis and pre-merger notification requirements
• financing and structuring of the acquisition entity
• tax
• employment and labour relations
• pensions and benefits
• environmental
• financial, intellectual property and all other aspects of the due diligence review

Cross-Border Financial Issues

We possess in-depth experience developing comprehensive financial strategies that help domestic and multi-national corporations maximize opportunities and mitigate risk in the Canadian marketplace. Our expertise includes:

• repatriation of capital invested in Canada
• management fees assessed by foreign parents
• transfer pricing on intercompany sales
• offshore tax structuring
• content requirements for preferential tariff treatment
• export financing
• political risk insurance
• letters of credit

Employment and Labour Relations

Our group understands that success in manufacturing and distribution greatly depends on strategically managing employment and labour issues, ensuring that the workforce is effective and committed, and not a liability. Our professionals provide counsel on all issues relating to employment and labour, including:

• restructuring for improved performance
• responding to union organizing campaigns
• hiring employees who have what it takes
• defined benefit and defined contribution pension plans
• using foreign nationals to staff Canadian operations
• employment policies and standards

International Trade

We provide clients with extensive experience in litigating and providing strategic advice on a broad range of international trade and customs issues, including:

• rules against local preference
• import and export permits
• compliance with foreign corrupt practises legislation
• anti-dumping and countervail
• proceedings before the Canadian International Trade Tribunal and binational panels established under NAFTA
• Foreign Extraterritorial Measures Act

Government Relations

In Canada, government plays more of a role in the business of manufacturing than is the case in many other jurisdictions. Government does more than regulate and tax or protect against unfair trade; in Canada government support for manufacturing exports, research and development, and capital expenditures that create employment, can be a critical success factor for our clients. We have professionals who can assist manufacturers in dealing with governmental authorities in relation to issues such as:

• international and interprovincial trade
• marine, rail, air and surface transportation
• foreign investment policy, foreign affairs and immigration
• industrial assistance programs and industrial policy
• government procurement of goods and services
• public security and safety issues

Real Estate/Environmental & Health and Safety

Our professionals have been pioneers in the development of environmental and health and safety law in Canada over the past three decades. They know that competent legacy liability management and a genuine commitment to a safe and environmentally sustainable operation are essential to the financial success of our manufacturing and distribution clients. We can advise on issues such as:

• site remediation of environmental contamination
• workplace hazardous materials compliance
• asbestos, pcbs, freon
• occupational health and safety
• workers' compensation and WSIB matters
• permitting

Corporate Financing

Our professionals understand the world of venture capital and private equity financing. We offer in-depth knowledge of recent industry trends and have broad experience in:

• management buy outs
• effectively and efficiently closing financing transactions
• debt restructuring
• negotiating term sheets
• assistance with due diligence on investors and investees
• guiding manufacturing companies to an IPO

Corporate Formation

We help clients efficiently organize their legal framework and guide them in finding structures that are optimal for achieving future goals. We offer expertise in:

• incorporation
• shareholder and partnership agreements
• transfer of intellectual property
• corporate governance
• stock option plans

Protecting and Enforcing IP Rights

Gowlings offers unsurpassed expertise in the national and international protection and enforcement of IP rights. Areas of expertise include:

• patents and trade marks
• trade secrets and copyrights
• portfolio management
• alternative dispute resolution
• advice on enforcement strategies
• litigation

Commercial Litigation

We achieve outstanding results for our manufacturing and distribution clients and their insurers in contentious matters. We know that litigation expenses require aggressive and innovative management and are an essential component in the development, with our clients, of an optimal strategy for claims concerning:

• class action proceedings
• customer non-payment
• supplier non-performance
• unfair procurement
• product liability and insurance matters
• wrongful dismissal and grievance arbitration
• proceedings before regulatory bodies
• shareholder disputes
• tax dispute resolution

Members of our Manufacturing and Distribution Industry Group take the time to understand the unique challenges faced by each client and provide customized business solutions that respond to each client’s requirements.

For further information, please contact: