Davies

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• Acted for BCE Inc. and Bell Canada in a successful appeal to the Supreme Court of Canada in a landmark commercial case involving the proposed $51.7 billion privatization of BCE and the attempt by certain holders of debentures of Bell Canada (BCE's subsidiary) to prevent court approval of the transaction on the basis that the transaction failed to properly protect their interests. In a unanimous decision, the Supreme Court of Canada reversed the previous decision from the Québec Court of Appeal, rejected the claims made by the debentureholders, and restored the trial judge's approval of the transaction. The decision of the Supreme Court in this case set the standard in Canada for approval of plans of arrangement and claims of oppression. It also clarified the law concerning the duties of directors of public companies faced with potential change of control transactions.

• Acted for Shaw Communications Inc. in a successful appeal to the Supreme Court of Canada from a decision of the Federal Court of Appeal that would have permitted the CRTC to implement a so-called "value for signal" regime in Canada. If that regime had, in fact, been implemented it would have had a transformative impact on television broadcasting in Canada. This case involved the intersection of Canadian copyright and broadcasting laws.

• Acted for Conservative Member of Parliament Ted Opitz in a successful appeal to the Supreme Court of Canada from a decision of the Ontario Superior Court overturning the results of the most recent federal election in the riding of Etobicoke Centre. This case involved the first consideration by the Supreme Court of election laws in Canada in more than 50 years.

• Acted for the plaintiff, Casey Hill, in a successful appeal to the Supreme Court of Canada from a decision of the Ontario Court of Appeal in a libel case against the Church of Scientology and its lawyer, Morris Manning. This case resulted in one of the largest jury awards in Canadian history in favour of Mr. Hill, and remains one of the leading decisions of the Supreme Court in the areas of libel and punitive damages.

• Acted for Continental Bank of Canada and its subsidiary Continental Bank Leasing Corporation in successful appeals to the Supreme Court of Canada from decisions of the Federal Court of Appeal concerning the proper tax treatment of complex partnership transactions that were entered into at the same time of the winding-up of Continental Bank. This remains one of the leading decisions of the Supreme Court in the areas of tax law and partnerships.

• Acted for the Government of Canada in an appeal to the Supreme Court of Canada in a controversial case involving legislative changes to Canada's compulsory licensing regime governing the production, marketing and sale of generic pharmaceutical products.

• Acted for Thomson Newspapers Limited in an appeal to the Supreme Court of Canada from a decision of the Ontario Court of Appeal concerning the constitutional validity of the investigative provisions of the Combines Investigation Act (now, the Competition Act). This case gave rise to a relatively rare application to the Supreme Court for reconsideration of its original decision.

• Acted for the Beaverbrook (U.K.) Foundation in closely watched trial and appellate arbitration proceedings that were held in public in New Brunswick concerning the ownership of numerous valuable works of art acquired by the Beaverbrook (U.K.) Foundation between 1954 and 1965 and currently housed at the Beaverbrook Art Gallery in Fredericton.

• Acted for Xstrata plc in complex takeover bid litigation, including at the Ontario Securities Commission associated with Xstrata's successful $22 billion bid for Falconbridge Inc.  This is one of the largest takeover bids in Canadian history.

• Acted for Nunavut Iron Ore Acquisition Inc. and The Energy and Minerals Group in takeover bid proceedings at the Ontario Securities Commission in connection with an unsolicited takeover bid for Baffinland Iron Mines Corporation, and its subsequent successful joint bid with ArcelorMittal, in a transaction valued at $590 million.

• Acted for Jaguar Financial Corporation, a shareholder of HudBay Minerals Inc., in its successful precedent-setting application to the Ontario Securities Commission to force HudBay to obtain shareholder approval as a condition to HudBay's proposed $550 million acquisition of Lundin Mining Corporation, which led to the termination of the proposed transaction and removal from office of the existing Board of Directors of HudBay.

• Acted for Pershing Square Capital Management, L.P. and other shareholders in trial and appellate proceedings before the Ontario Securities Commission, Ontario Divisional Court and Ontario Court of Appeal in opposing successfuly the insider bid of Sears Holdings for Sears Canada Ltd.

• Acting for the Commissioner of Competition, the head of the Canadian Competition Bureau, in a challenge alleging that the merchant rules applied by Visa and MasterCard are anti-competitive. In addition to being the most significant proceeding before the Competition Tribunal in recent years, the challenge against Visa and MasterCard is also the first case under the newly enacted civil price maintenance provision of the Competition Act.

• Acting for Rogers Communications Inc. in respect of the first contested misleading advertising case brought by the Commissioner of Competition under the recently amended misleading advertising provisions of the Competition Act. This case resulted in a lengthy trial in the Supreme Court of Ontario that involved, among other things, a constitutional challenge to the provisions in question.

• Acted successfully for Rogers Communications Inc. in achieving summary judgment against Allarco Entertainment's multi-million dollar claim for breach of contract, negligence, breach of fiduciary duty, and intentional interference with economic relations.

• Acted for GrowthWorks Ltd. in its successful opposition to a plan of arrangement put forward by VenGrowth Funds in proceedings before the Ontario Superior Court of Justice.

• Acted for Barrick Gold Corporation in libel proceedings against Les Éditions Écosociété Inc. claiming compensatory, moral and punitive damages.

• Acted for CIBC World Markets, the financial advisors to the Special Committee of Magna International Inc., in connection with the elimination of its dual class share structure and the creation of a single class of equity securities by way of plan of arrangement.

• Acting for Rogers Communications Inc. in connection with multi-billion dollar class action proceedings to recover "system access fees" charged to consumers by Canadian wireless service providers in the period since 1987. This is one of the largest class actions in Canadian history, and has given rise to numerous trial level and appellate proceedings in various provinces of Canada including, Saskatchewan, Québec and British Columbia.

• Acted for the Special Committee of Patheon Inc. in its response to a hostile bid made by JLL Partners Inc., valued at US$600 million, including an action by Patheon for, among other things, breach of fiduciary duty, breach of confidence, breach of contract, conspiracy and oppression. This is now one of the leading cases in Canada in the area of proxy solicitation.

• Acted as lead counsel for Potash Corporation of Saskatchewan in proceedings before the Courts of Saskatchewan. This was a multi-billion dollar dispute over the ownership of potash reserves in the world's largest potash mine in Esterhazy, Saskatchewan, and gave rise to more than 100 days of discovery, numerous interlocutory motions as well as an appeal to the Saskatchewan Court of Appeal. The case was settled shortly before the commencement of a lengthy trial in Saskatoon, on terms satisfactory to Potash Corporation.
  

• Acted for Barrick Gold Corporation in defending successfully at trial claims asserted against Barrick by Newmont Mining Corporation and St. Andrew Goldfields Ltd. against Barrick in respect of royalty and other agreements entered into in conjunction with the sale of a sizeable operating mine in Northern Ontario.

• Acted for MI Developments, Inc. ("MID") in its successful defence of applications made to the Ontario Supreme Court and Ontario Securities Commission by Greenlight Capital, Inc., Farallon Capital Management LLC and others for oppression, seeking orders denying MID the use of various securities law exemptions and seeking to require MID to obtain minority shareholder approval before proceeding with proposed related party transactions with Magna Entertainment Corp.

• Acted as counsel for Eugene Melnyk, the founder of Biovail and the owner of the Ottawa Senators, in lengthy enforcement proceedings before the Ontario Securities Commission, as well as in parallel proceedings in New York involving the Securities and Exchange Commission.

• Acted as counsel to the Chairman and the Enforcement Branch of the Ontario Securities Commission in connection with enforcement proceedings arising from stock option backdating by Research in Motion. This case resulted in the imposition of some of the most severe sanctions ever levied in enforcement proceedings of this nature in Canada.

• Acted for MAG Silver Corp. in its successful defence of a proposed $350 million hostile insider takeover bid by Fresnillo plc. Fresnillo plc ultimately abandoned its takeover following an adverse ruling by the OSC in MAG's application to compel Fresnillo to disclose financial information relevant to its bid.

• Acted in defence of Rogers Communications Inc. in connection with a consumer class action seeking damages of $100 million alleging, among other things, that certain video on demand cable services were not available as advertised.

• Acted for Kemira Chemicals Canada Inc. in its defence of multiple class actions across Canada alleging a price fixing conspiracy in respect of hydrogen peroxide.

• Acted for Fido Solutions Inc. in its defense against a $160-million claim commenced against it by Unique Broadband Wireless Services, Inc. relating to an alleged breach of contract, breach of confidence and breach of fiduciary duty.

• Acted for Rogers Wireless Inc., Fido Solutions Inc. and other Rogers and Fido companies in their defence of a proposed national class action in respect of the 911 fee charged by wireless service providers.

• Acted for SONY BMG Music (Canada) Inc. in the successful defence in a class action based on alleged damages caused by music copy protection software contained in CDs.

• Acted for Sony BMG in connection with investigations by a number of prosecuting authorities in the United States, and parallel class actions in the U.S. and Canada relating to allegations that Sony had included illegal "spyware" in electronic products it had manufactured and sold.

• Acted for Osprey Media Income Fund in its auction process and the resulting negotiated all-cash takeover bid for Osprey by Quebecor Media Inc., including successfully defending Osprey against litigation initiated by Quebecor to challenge Black Press Ltd.'s superior proposal that was eventually matched by Quebecor in a transaction valued at $578 million.

• Acted for Canada Pipe Company Ltd. before the Competition Tribunal, Federal Court of Appeal and Supreme Court of Canada with respect to the only fully contested abuse of dominance case to be decided in Canada in the last 10 years. This matter was ultimately resolved through a negotiated Consent Agreement in December 2007.

• Acted for the National Hockey League and a number of teams in defending dozens of arbitrations involving the National Hockey League Players Association.