Legal and Geopolitical Aspects of Cross-Border Transactions

The CBA is a professional organization that provides educational and networking opportunities for lawyers. Representing more than 36,000 lawyers, judges, notaries, law teachers, and law students from across Canada, the CBA is committed to enhancing the professional and commercial interests of a diverse membership and to protecting the independence of the judiciary and the Bar.

Dominique Babin is a partner in our Business Law group. She focuses her practice on business transactions, international trade, and compliance matters, mainly in the life sciences sector and innovative manufacturing companies. Her broad experience and versatility have led her to develop a keen interest in structuring and implementing complex industrial projects and partnerships, often in a cross-cultural environment. She also acts as a trusted legal advisor to long-term clients in various industries. In addition to her law firm experience, Dominique has held a senior position with a U.S. defence contractor, where she oversaw several major international industrial projects in a highly regulated environment. Dominique uses her negotiation skills and experience to successfully oversee cross-border manufacturing, supply and distribution arrangements, joint ventures, strategic alliances, and related financing and investment agreements on behalf of our clients. She is responsive, reliable, efficient, and thorough, and she excels at finding practical and creative solutions that she expresses in clear legal terms. She promotes a collaborative and constructive approach while keeping our clients’ objectives in mind. Dominique holds a master’s degree in comparative law with a major in intellectual property and international trade from McGill University. She is a regular speaker on cross-border transaction issues and is also a mediator certified by the Barreau du Québec in commercial matters. She acts as Vice-President of the Board of the École des entrepreneurs du Québec and President of its governance committee. Dominique is also a member of the BCF Board of Directors.

Zaman was called to the Ontario Bar in 2002. He articled at Torys LLP and then joined Sullivan & Cromwell LLP in New York, known for the intensity of its work ethic. Zaman’s next stop was Osler, Hoskin & Harcourt LLP, where he rose to partner and eventually spent 14 years. Since 2019 Zaman is VP Legal in TD Bank Group. More particularly, Zaman advises on mergers and acquisitions, including strategic investments. He also has responsibilities for subsidiary governance, TD’s securities business and ESG matters, and oversees the organization’s senior complaints office.

Alison FitzGerald's practice focuses on international arbitration and international trade and investment. She takes a practical approach to advising clients, seeking to understand their business needs as well as their legal needs, their risk appetite, and their strategic goals. She is a passionate advocate for her clients and their interests. Alison’s arbitration practice includes experience as senior counsel in complex international commercial and investor-state arbitrations. She has also served as tribunal secretary in precedent-setting arbitrations, and brings unique insight to her counsel practice through years of experience working with some of the world’s pre-eminent arbitrators. In the course of her arbitration work, Alison has gained knowledge and depth of experience in a number of industry sectors, including upstream oil and gas, construction, infrastructure, mining, natural resources, aerospace/defence procurement, software licensing, railways, and chemicals. Alison’s international trade and investment practice includes experience advising clients on treaty interpretation, navigating trade rules and enforcing trade rules through trade remedy actions. She also regularly advises clients and advocates on their behalf in complex matters relating to economic sanctions, export controls, modern slavery, and business ethics/anti-corruption. She has leveraged her background in public international law and constitutional law to advise and represent clients in complex cases involving potential human rights abuses under international law in connection with foreign operations, and both prosecuting and defending claims under the Canadian Charter of Rights and Freedoms. Alison has appeared before the Federal Courts of Canada, the Ontario Superior Court of Justice, the Ontario Court of Appeal, and the Supreme Court of Canada in domestic litigation proceedings. She has also appeared before the Canada Border Services Agency and Canadian International Trade Tribunal in trade remedy proceedings. More recently, she has guided clients through the Canadian Ombudsperson for Responsible Enterprise’s human rights complaint process.

Clifford Sosnow is the Chair of Fasken’s International Trade and Investment Group. He is an internationally recognized trade, investment, and anti-bribery law advisor, strategist, and advocate. He is ranked among the best of the best and is recognized as a leading trade law practitioner by Canadian and international directories for anti-bribery law, export/import licensing compliance, national security reviews, controlled goods requirements and audits, economic sanctions, Cuba blocking law, dumping/countervail investigations, and customs issues. He is ranked in numerous directories, including Chambers Global and Chambers Canada (Band 1), Who’s Who Legal 100, Legal 500 for International Trade, Lexpert Guide to the Leading US/Canada Cross-Border Litigation Lawyers in Canada, Best Lawyers in Canada, Expert Guides Best of the Best, and is also recognized by Legal 500 for Public Procurement. He uses these rankings to provide strategic advice to corporations, governments, and industry associations. A seasoned advocate, Clifford appears before Canadian trade regulators, government agencies and departments, and NAFTA and WTO arbitrators. He also issues opinions on complex cross-border matters including sanctions, export control, and anti-bribery law, and conducts anti-bribery, export control, national security, and sanctions due diligence for sophisticated, high-profile, and high-value M&A transactions. He regularly counsels clients on minimizing enforcement risk through compliance audits and the development of best-practice internal policies. With over three decades of experience, Clifford advises clients on key factors reviewed in Canadian national security assessments of proposed acquisitions, including the transfer of sensitive technology, involvement of the Defence Production Act and other controlled goods and technology, and Canada’s defence capabilities and interests. He is frequently invited to speak on national security issues and has participated in proposed acquisitions raising such concerns. Previously, he clerked at the Federal Court of Canada and served as in-house counsel with the Department of Foreign Affairs, International Trade and Development (Global Affairs Canada), and the Canadian International Trade Tribunal. He uses this deep government experience to advise on strategic voluntary disclosures, sanctions permit requests, and risk mitigation. Clifford also counsels Canadian businesses—both domestic and international—on managing the risk of human rights impacts in their operations and supply chains. He provides guidance on corporate reporting obligations, including those under Canada’s new Fighting Against Forced Labour and Child Labour in Supply Chains Act. A recognized thought leader, his work has been featured in National Public Radio, the Canadian Press, Bloomberg TV, The Globe and Mail, National Post, and the Canadian Broadcasting Corporation. He is chair-elect of the American Bar Association’s International Law Section and Vice-Chair of the Responsible Business Conduct (ESG) Committee of the Paris-based OECD business advisory committee (BIAC). He also holds executive positions in several other business associations. In addition to his active speaking and moderating schedule at global legal and business conferences, Clifford writes extensively on international trade and anti-bribery issues, and has served for several years on the Editorial Board of Kluwer’s Global Trade and Customs Journal.

Rachel Howie is the co-leader of the Litigation and Dispute Resolution Group in Canada and the national Alternative Dispute Resolution and Arbitration Group. Her practice focuses on international and domestic arbitration and litigation, primarily in the energy, mining, and natural resources industries. Rachel has experience advising clients at all stages of a project or transaction, helping them protect and operate their business. She frequently assists domestic and international clients with drafting dispute resolution clauses in transactional documents, works with ADR mechanisms to resolve or prevent disputes, and advocates on behalf of her clients in arbitration and litigation proceedings. Due to her extensive expertise, she is recognized by clients as a “real thought leader in international arbitration for energy, adept at handling cross-border issues and well positioned to deal with domestic and international matters” (Chambers Canada). Her clients appreciate her practical advice and solutions that align with their commercial goals, describing her as “brilliant, focused and incredibly skilled at quickly digesting and responding to new information, making her an invaluable asset to any project” (Chambers Canada). Rachel has acted on matters involving issues across North and South America, Central Asia, and South-East Asia. She has experience under several institutional rules, including ICC and ICSID, as well as ad hoc proceedings. She is a Fellow of the Chartered Institute of Arbitrators, a member of the NextGen Roster of Arbitrators at Arbitration Place, and a listed arbitrator on the rosters of the International Centre for Dispute Resolution (ICDR) Canada, Vancouver International Arbitration Centre, and the Singapore International Arbitration Centre reserve panel of arbitrators. Rachel is a director for the Western Canada Commercial Arbitration Society and a frequent speaker and author on international and domestic arbitration matters. Rachel has handled a wide range of disputes involving industry relationships and agreements, including joint venture, supply, farmout, ownership and operating, electricity purchase and sale, oil and gas asset purchase and sale, transportation, royalty, services, seismic licensing, marketing, and confidentiality agreements. Additionally, she handles matters involving environmental issues—such as claims for contribution to remediation and issues relating to water and soil contamination—as well as matters involving accounting and audit rights, purchase price adjustment disputes, claims of force majeure, disputes arising from production on aboriginal lands, shareholder disputes, product liability claims, and distribution agreements.

Chi Iliya-Ndule is a corporate commercial lawyer in the Calgary office of Blake, Cassels & Graydon LLP. Chi is actively involved in the community. She currently serves on the boards of Alberta University of the Arts, where she also acts as Chair of the Human Resources and Governance Committee, and Antyx Community Arts, a not-for-profit organization dedicated to engaging youth through the arts. She also serves on its Human Resources and Governance Committee. She sits on the executive committee of the Environmental, Energy and Resources Law Section of the Canadian Bar Association, provides pro bono legal services through the Civil Claims Duty Counsel Project and Queen’s Bench Court Assistance Project with Pro Bono Law Alberta, and mentors internationally trained lawyers through the Calgary Regional Immigrant Employment Council. Chi previously practised law with an international law firm based in Calgary and, prior to immigrating to Canada, with one of Nigeria’s oldest law firms. She holds a Master of Laws (LL.M.) from the University of Calgary, Canada, and a Bachelor of Laws (LL.B.) from Olabisi Onabanjo University, Nigeria.