Amid surging private equity deal flow between the United States and Canada, the latest law firm to ramp up its cross-border transactional practice is Arnold & Porter.
Gerald Shepherd (pictured), who previously practiced law in the New York office of Davies Ward Phillips & Vineberg, is now a partner in Arnold & Porter’s Manhattan office. Shepherd represents private equity funds, real estate funds, and corporations in financings and M&A in the real estate sector. His expertise extends to joint ventures, investments, and REIT transactions. Shepherd also advises his clients on the implications of securities rules and regulations for cross-border deals.
“I think the regulatory landscape is continuing to develop. There certainly is some clarity regarding changes in the regulatory regime, but we are still considering the impact of SEC rules and changes under the Dodd-Frank Act,” Shepherd told IFLR1000.
In the course of working with Canadian companies over the last decade, Shepherd has noted how many regulatory changes and disclosure requirements in the U.S. have found their way into Canada. Institutional investors in Canada are focused on regulatory changes in the U.S., and on making sure they’re in compliance with the changes, some of which have parallels in Canada’s regulatory framework, Shepherd noted. But there are important distinctions to be made.
“For example, going back several years to the Sarbanes-Oxley Act, U.S. public companies under SEC rules are required to provide an officer’s certification with respect to internal controls over financial reporting as well as an auditor’s attestation about those internal controls. Canada has adopted, for its public companies, the requirement to review and certify internal controls over financial reporting, but they didn’t adopt the auditor attestation requirement. So, Canadian companies that are not publicly traded in the U.S. are not subject to auditor attestation,” Shepherd explained.
“In the context of takeovers, there are changes going on in Canadian jurisdictions regarding poison pills, and there have been some new rules up there that bear watching,” he added.
Shepherd holds a JD from Columbia University and a BA from Washington & Lee University.