RelationShop Inc.

Acted as Canadian counsel for RelationShop Inc. in its acquisition of all of the issued and outstanding shares of Mercatus Technologies, a leading provider of eCommerce solutions for regional grocers and independents.

Tegus

Acted for Tegus, a leading research platform for investors, with its acquisition of Canalyst, a provider of data and analytics on listed companies.

The Carlyle Group

Acted as Canadian counsel to The Carlyle Group for the term loan and senior note offering financing for its joint acquisition with GIC of the global specialty chemicals business of Akzo Nobel N.V.

Independent Electricity System Operator

Acted for the Independent Electricity System Operator in connection with its amended agreement with Bruce Power for the refurbishment of six nuclear units at the Tiverton-based nuclear generation station, the world's largest operating nuclear facility. The amended agreement secures 6,300 megawatts of baseload generating capacity for the province of Ontario and will result in an investment by Bruce Power of approximately $13 billion.

The Blackstone Group

Acted as Canadian counsel to The Blackstone Group in connection with the acquisition of GE Capital Real Estate's assets in a transaction valued at approximately US$23 billion.

Central National-Gottesman Inc.

Acted for Central National-Gottesman Inc., a global distributor of pulp, paper and forestry products, and its subsidiary Spicers Canada ULC in connection with the acquisition of the assets and business of Spicers Canada Limited, a distributor of fine paper, sign and display media, industrial packaging and graphic arts supplies, headquartered in Vaughan, Ontario and with locations across Canada, and the related financing with Bank of America, N.A. (Canada branch), as agent.

Canada Pension Plan Investment Board

Acted for the Canada Pension Plan Investment Board in connection with its joint venture with WAM Development Group and Walton Group of Companies to develop a 250-acre industrial site in northwest Edmonton, Alberta. CPPIB's initial equity commitment is approximately $200 million for phase one of the development, representing an 85% interest in the joint venture.

Noteholders

Acted for a group of noteholders of the approximately $10-billion Master Asset Vehicle II (MAV II), in approving and implementing amendments to the structure of MAV II to provide for periodic optional redemptions of certain notes of MAV II and concurrent proportional unwinds and liquidations of MAV II's liabilities and assets.

Woodbourne Investment Management LLC

Acted for Woodbourne Investment Management LLC in connection with a $300-million financing of All Seniors Care Living Centres.

Dundee Securities Corporation

Acted for Dundee Securities Corporation in connection with the restructuring of approximately $2 billion of short-term debt obligations and contractual obligations of Skeena Capital Trust, a Canadian third-party asset-backed commercial paper conduit. This transaction was the first negotiated restructuring of a Canadian third-party asset-backed commercial paper conduit affected by the August 2007 Canadian asset-backed commercial paper market disruption.

Province of Ontario

Acted for the Province of Ontario with respect to providing corporate securities and corporate governance advice on its strategic alternatives for Teranet Inc., the Province's electronic land registry system, and advised the Province in connection with the execution of Teranet's $700 million private placement offering.

Doing Business in Canada 2023, lead editor

Nov. 14, 2023 - Davies’ Doing Business in Canada guide provides executives, in-house counsel and foreign investors with an overview of the legal framework governing Canadian business operations and outlines key considerations for investing and conducting business in Canada…

Citibank Gets Its Money Back

Sept. 15, 2022 - A February 16, 2021 decision of the United States District Court for the Southern District of New York held, in In re Citibank August 11, 2020 Wire Transfers, 520 F. Supp. 3d 390, that lenders who received almost $900 million mistakenly wired to them by Citibank (the administrative agent...

Corporate Transparency: What’s Happening Across Canada?

July 12, 2022 - Recent amendments to the Canada Business Corporations Act (CBCA) will require private corporations to report information regarding individuals with significant control to Corporations Canada. These amendments form part of the federal government’s long-term corporate transparency objective...

A One-in-a-Billion (-Dollar) Mistake

Mar. 23, 2021 - Last year, Citibank made what was likely the costliest bank error in history. To the astonishment of many observers, a U.S. federal court in New York, in a decision released on February 16, 2021, allowed the recipients of Citibank’s mistaken largesse to keep the money. The story has attracted...

Electronic Signatures: A Guide for Ontario Businesses

Mar. 04, 2021 - As we approach the one-year mark for the many Canadians working remotely, executing commercial agreements through electronic means has become “the new normal.” This bulletin provides a brief overview of the current framework in Ontario governing electronic documents and electronic execution of such...

Class Actions: Gambling on a Novel Cause of Action May Not Be a Winner

July 29, 2020 - In Atlantic Lottery Corp. Inc. v Babstock, 2020 SCC 19 (Babstock), the Supreme Court of Canada (SCC) clarifies the contentious doctrine of “waiver of tort” and provides helpful guidance on the way courts should assess novel claims at the stage of certification of a proposed...

Private Federal Corporations Must Track Controlling Shareholders Beginning in June 2019

Feb. 22, 2019 - Bill C-86 introduces significant changes to the Canada Business Corporations Act (CBCA) that will come into effect on June 13, 2019. Corporations governed by the CBCA (excluding corporations that are reporting issuers or are listed on a “designated stock exchange” as defined in the...

Back to Normal? Ontario Court of Appeal Overturns ClearFlow Decision on Interest Disclosure under Section 4 of Interest Act

Sept. 06, 2018 - Early in 2018, lenders and their counsel were surprised and alarmed by the Ontario Superior Court of Justice decision in Solar Power Network Inc. v ClearFlow Energy Finance Corp., which threatened to disrupt a long-established consensus that section 4 of the Canadian federal Interest...

Interest Disclosure under Section 4 of the Interest Act: The Ghost Is Clanking Its Chains Again

Feb. 09, 2018 - Section 4 of the Canadian federal Interest Act, an interest disclosure provision first enacted in 1897 and surviving almost unchanged today, has been of little concern to lenders for the past quarter-century. A series of judicial decisions in the early 1990s seemed to have limited its...

Perfection by Control of Security Interests in Cash Collateral Accounts: Recent Ontario Developments

Dec. 07, 2016 - From a lender’s perspective, perfection of its security interest in collateral by control provides stronger protection than perfection by registration. A security interest perfected by control will generally prevail over other interests in the same collateral, including even a prior security...

Osgoode Hall Law School, Osgoode Professional Development Secured Lending and Debt Finance Course, “Ethical and Professional Issues in Secured Lending and Debt Finance”; Toronto, ON

Oct. 06, 2016

Osgoode Hall Law School, Osgoode Professional Development Secured Lending and Debt Finance Course, “Drafting and Negotiating Legal Opinions in Secured Lending Transactions” (with Rob Scavone); Toronto, ON

Oct. 08, 2015

The Law Society of Upper Canada, Continuing Professional Development, 5th Annual Business Law Summit, “Third Party Reliance on Your Opinion Letter”; Toronto, ON

June 30, 2015 - Download the presentation.

Canadian Gaming Summit, “Social Gaming and Social Gambling in Canada” (with Gerold Goldlist); Vancouver, BC; June 23 to 25, 2014

June 23, 2014

Discussion Paper: The Quality of the Shareholder Vote in Canada

Oct. 22, 2010 - Reason for the Paper As a firm, we have extensive experience with shareholder meetings. Some of these meetings are routine, others involve proxy battles, the approval of important transactions or votes on governance matters such as shareholder rights plans or stock option plans. Together...