Aaron Atkinson in Lexpert Special Edition: Finance and M&A on Dealmaking in 2024
Apr. 25, 2024 – Aaron Atkinson was featured in a recent article with Lexpert Special Edition: Finance and M&A , discussing how likely interest rate cuts and falling inflation will boost M&A in 2024. The article delves into how the 2024 M&A landscape in Canada faces uncertainties following a slow 2023, but...
Lexpert Special Edition: Finance and M&A Recognizes 59 Davies Lawyers
Apr. 22, 2024 – Davies' lawyers are featured in the 2024 Lexpert Special Edition: Finance and M&A . This recognition is a testament to the trust our clients have placed in us. This year, 59 of our lawyers are listed, including: Christopher Anderson Vincent Mercier Aaron...
Searchlight Pharma Inc. Sells to Apotex Inc.
Apr. 08, 2024 – Davies is acting for the shareholders of Searchlight Pharma Inc. (Searchlight) in connection with the sale of their 100% interest to Apotex Inc. (Apotex). Searchlight is a private, rapidly-growing Canadian company known for their innovative branded pharmaceuticals with a global reach that executes...
Davies Welcomes Matthew Hendy to the Mergers and Acquisitions Practice in Montréal
Jan. 29, 2024 – We are pleased to welcome Matthew Hendy as a partner to our Mergers and Acquisitions practice in Montréal. Clients rely on Matt’s expansive knowledge of mergers and acquisitions, which spans a variety of industries. He advises US and international buyers on domestic and cross-border mergers and...
Jan. 25, 2024 – Law360 has named Commissioner of Competition v Rogers Communications Inc., Shaw Communications Inc. and Vidéotron Ltd. the #1 business decision of 2023. This matter concerned the largest merger in the history of the Canadian telecom industry, valued at C$26 billion. Davies acted for Shaw in...
Blackstone to Acquire Tricon Residential Inc. in US$3.5-Billion Cross-Border Transaction
Jan. 19, 2024 – Davies is acting as counsel to Blackstone, one of the world’s leading investment firms, in its US$3.5-billion take-private acquisition of Tricon Residential Inc., an owner, operator and developer of approximately 38,000 homes in the U.S. Sun Belt and multi-family apartments in Toronto. Under...
Jan. 10, 2024 – What is a spurned seller’s recourse when a buyer walks away from a deal in breach of the purchase agreement? In private M&A, the answer is reasonably straightforward: sue the buyer to close the deal or to recover damages. In public M&A, however, the answer is murky at best. The problem arises...
Vance Street Capital Sells Terra Insights to Orica
Dec. 28, 2023 – Davies is acting for Vance Street Capital, a Los Angeles private equity fund, in the sale of Terra Insights, a Vancouver-based geotechnical, structural and geospatial monitoring company, to Orica, one of the world's premier mining and infrastructure solutions providers, for cash consideration of...
As the Pandemic Abates, Activists Advance: Shareholder Activism Rebounds in Canada
Oct. 20, 2023 – Canadian shareholder activism continued its post-pandemic resurgence into the first half of 2023. Emerging trends include the “activist swarm,” where multiple—yet uncoordinated—activists converge on a single target with competing demands. Activism has also been on the rise in response to M&A...
Canadian Mergers & Acquisitions: A Guide for Investment Banks, Bidders and Boards, 10th edition
Oct. 10, 2023 – Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical tax and regulatory considerations. A valuable resource for foreign and...
Aug. 18, 2023 – Earlier this week, Korea-based EcoPro BM, Ford and SK On announced their C$1.2 billion joint venture to build a new cathode manufacturing facility in Bécancour, Québec. This represents a significant investment in Canadian production of electric vehicle (EV) battery materials driven by a growing...
Seven Tier 1 Rankings and Three Partners Named Women Leaders in 2023 IFLR1000 Guide
July 18, 2023 – Davies has again been recognized by International Financial Law Review as a top-tier firm, achieving Tier 1 status in seven financial and corporate law practice areas, including Banking: Canada Capital Markets: Ontario M&A: Canada M&A: Ontario M&A: Québec Project...
Ownership of Privileged Communications in M&A Transactions: Practical Takeaways and Recent Case Law
July 13, 2023 – Can the buyer in a M&A transaction who takes possession of the seller’s or target company’s privileged communications on closing use those communications in a post-closing dispute against the seller? Can the seller assert privilege and demand return of the documents? In Dente v Delta Plus Group ...
Patricia Olasker Interviewed on The Deal’s Activist Investing Today Podcast
June 06, 2023 – In an episode of The Deal’s Activist Investing Today podcast, Patricia Olasker discusses new developments in shareholder activism and drivers of hostile M&A in the mining sector. Listen here .
Sixty-One Davies Lawyers Recognized as Leading Finance and M&A Advisers
Apr. 24, 2023 – The 2023 Lexpert Special Edition: Finance and M&A ranks 61 Davies lawyers among the top advisers in Canada. Our most notable recent work includes advising: Shaw Communications Inc. in its C$26-billion acquisition by Rogers Communications Inc., a transformative deal in the Canadian...
BELLUS Health Inc. Reaches Agreement for US$2-Billion Sale to GSK
Apr. 20, 2023 – Davies is acting as counsel to BELLUS Health, Inc. in its US$2-billion sale to GSK, a global pharmaceutical company headquartered in the United Kingdom. Based in Montréal, BELLUS Health works to better the lives of patients suffering from refractory chronic cough (RCC) that does not respond to...
Two Percent Tax on Share Buybacks by Public Companies
Apr. 18, 2023 – As part of the 2023 federal budget, tabled on March 28, 2023, the government has introduced draft legislation to implement a new 2% tax on share buybacks that was first announced in November 2022 as part of the government’s Fall Economic Statement. This tax (referred to below as the “Buyback Tax”)...
Davies’ Role in Landmark Rogers-Shaw Deal
Mar. 31, 2023 – Davies celebrates Rogers Communications Inc.’s acquisition of Shaw Communications Inc. and congratulates the team of talented lawyers who successfully navigated a challenging review process to ensure the approval of one of the largest corporate mergers in Canadian history.
LKQ Corporation Acquires Uni-Select Inc. for C$2.8 Billion
Mar. 02, 2023 – Davies is acting as Canadian counsel to LKQ Corporation in its C$2.8-billion acquisition of Uni-Select Inc. Founded in Boucherville, Québec, Uni-Select is a leader in the distribution of automotive refinish and industrial coatings and related products in North America, as well as a leader in the...
Trial and Appellate Victories in Landmark Shaw-Rogers Competition Litigation
Feb. 10, 2023 – Davies secured victories on behalf of Shaw Communications Inc. at both the trial and appellate levels in the Competition Bureau’s challenge to the C$26 billion acquisition of Shaw by Rogers Communications Inc. The landmark case was the largest ever heard by the Competition Tribunal and the first...
Time (and Process) of the Essence: Ontario Court Accelerates Timing of Requisitioned Meeting
Feb. 08, 2023 – A recent decision of the Ontario Superior Court of Justice represents a rare victory for activists in overturning a target board’s proposed timing for setting a requisitioned meeting. While Canada is generally viewed as an activist-friendly jurisdiction, due in part to the relative ease with which...
Davies Advising Canaccord Genuity Group Inc. on Proposed Takeover Bid
Jan. 13, 2023 – Davies is advising the special committee of the board of directors of Canaccord Genuity Group Inc. in connection with management’s proposed takeover bid for the common shares of Canaccord. The proposed offer will not formally commence until a takeover bid circular is filed and mailed, and must...
Barrick Agreed in Principle to Restart Reko Diq Project in Pakistan
Dec. 15, 2022 – Davies acted for Barrick Gold Corporation in its agreement in principle with the governments of Pakistan and Balochistan to reconstitute the Reko Diq Project in the country’s Balochistan province. The reconstitution resulted in the resolution of the damages previously awarded by the International...
123Dentist, Altima Dental and Lapointe Group Announce Strategic Merger
July 20, 2022 – Davies is acting as Canadian counsel to KKR, a leading global investment firm, in its equity investment in connection with the strategic merger between 123Dentist, Altima Dental and Lapointe Group. The merger will create one of the largest dental support organizations in Canada, with nearly 350...
Canadian Law Awards Names Three Davies Matters as “Deals of the Year”
May 25, 2022 – We advised on three deals that were recognized as winners at the 2022 Canadian Law Awards: Definity Financial IPO: Capital Markets Deal of the Year. We acted for the underwriters for the initial public offering and the private placement agents for the concurrent cornerstone private placements. ...
Kansas City Southern/CP Merger Wins M&A Deal of the Year at IFLR Americas Awards
May 20, 2022 – International Financial Law Review recognized Davies for our work on the “M&A Deal of the Year” at the IFLR Americas Awards 2022. Davies acted as Canadian counsel to Kansas City Southern on its US$31-billion merger with Canadian Pacific Railway – the largest Canadian cross-border deal in 2021 –...
Forty-Nine Davies Lawyers Recognized as Leaders in Finance and M&A
Apr. 19, 2022 – Lexpert Magazine has named 49 Davies partners among the best lawyers in Canada in its 2022 Special Edition: Finance and M&A . The recognition caps another year of outstanding transactional success for our team, with highlights including advising Shaw Communications Inc. in its transformative...
If It Ain’t Broke… Davies Comments on Draft Capital Markets Act
Feb. 25, 2022 – Davies has submitted a comprehensive comment letter on a new Capital Markets Act (CMA) proposed by the Ontario Ministry of Finance, on the recommendation of the Capital Markets Modernization Taskforce, to replace the Ontario Securities Act . Although some modifications to Ontario securities law...
Mergermarket Ranks Davies No. 1 in Canadian Deals by Value for 2021
Jan. 21, 2022 – Davies has topped the list of firms in Mergermarket’s Canada League Tables for 2021 with the highest deal value in Canadian M&A transactions. In addition, Davies is the only Canadian firm ranked in the following for 2021: Bloomberg’s Top 20 in Cross-Border Announced Deals by Value ...
Enbridge Completes Sale of Interest in Noverco
Dec. 30, 2021 – Davies acted as Canadian counsel to Enbridge Inc., a leading North American energy infrastructure company, in the sale of its 38.9% minority ownership interest in natural gas distributing company Noverco Inc. to Trencap L.P. for $1. 14 billion in cash. With the deal closed, Trencap, a consortium...
New Look Vision Completes Sale to NL1 AcquireCo
Dec. 24, 2021 – New Look Vision Group Inc. has completed its $800-million sale to NL1 AcquireCo Inc., an entity created by funds managed by FFL Partners, LLC, Caisse de dépôt et placement du Québec and the Dr. H. Doug Barnes Family. All issued and outstanding Class A common shares of New Look Vision were...
CP and Kansas City Southern Merge into First U.S.-Mexico-Canada Railroad
Dec. 14, 2021 – Kansas City Southern (KCS) completed its transformative US$31-billion merger with Canadian Pacific Railway (CP) on December 14, 2021, creating the first U.S. -Mexico-Canada rail network. Davies acted as Canadian counsel to KCS on the deal – the biggest Canadian M&A transaction launched in 2021 –...
TPG Real Estate Acquires Cinespace Film Studios
Nov. 22, 2021 – Davies, together with Kirkland & Ellis LLP in Chicago, acted for TPG Real Estate Partners (TREP), the dedicated real estate equity investment platform of alternative asset firm TPG, in its acquisition (and related financing) of Cinespace Film Studios. Cinespace is the second-largest independent...
Cominar to Be Sold to Iris Acquisition for $5.7 Billion
Oct. 25, 2021 – Davies is acting as counsel to Cominar REIT, one of Canada’s largest diversified real estate investment trusts and the largest commercial property owner in Québec, in its $5.7-billion sale to Iris Acquisition II LP, an entity created by a consortium led by Canderel Real Estate Property Inc., one of...
Novacap Completes First Major Private Equity Continuation Vehicle in Canada
Oct. 13, 2021 – Davies acted for Novacap Management Inc., a leading North American private equity firm, in the creation of the first major private equity continuation vehicle in Canada. Novacap’s TMT VI Fund and the continuation vehicle, whose lead investor is the Vintage Funds within Goldman Sachs Asset...
Davies Earns Six Tier 1 Rankings in IFLR1000 2022
Aug. 30, 2021 – International Financial Law Review has again recognized Davies’ financial and corporate law practices with Tier 1 rankings in the following areas: Capital Markets: Ontario M&A: Canada M&A: Ontario M&A: Québec Restructuring and Insolvency: Québec Our Project Development: Infrastructure...
Leaseweb Global Acquires Montréal’s iWeb
Aug. 05, 2021 – Davies acted as counsel to Leaseweb Global, a leading hosting and cloud services company based in the Netherlands, in its recently announced acquisition of iWeb, a Canadian cloud hosting, server hosting and hosted solutions provider. The acquisition enables Leaseweb to build a significant market...
Pulling Out All the Swaps: Alberta Securities Commission Finds Total Return Swaps Abusive
July 20, 2021 – The Alberta Securities Commission (ASC) recently ruled that certain Brookfield entities’ (Brookfield’s) conduct and disclosure in connection with its hostile takeover bid for Inter Pipeline Ltd. (IPL) were clearly abusive to IPL shareholders and the capital markets, and therefore contrary to the...
Danone Sells Vega to U.S. Private Equity Firm
June 21, 2021 – Davies acted as Canadian counsel to Danone, a leading French multi-local food and beverage company, in the sale of Vega, the North American plant-based nutritional products brand, to funds managed by WM Partners, a U.S. -based private equity investment firm focused on the health and wellness...
Davies Named Canada M&A Legal Advisory Firm of the Year by Mergermarket
June 18, 2021 – Davies has been named Canada M&A Legal Advisory Firm of the Year – the sole prize awarded to a Canadian law firm – at Mergermarket’s inaugural North America M&A Awards. Senior M&A partner Melanie Shishler accepted the award on behalf of Davies at the virtual awards ceremony on June 17, 2021. ...
Canadian Mergers & Acquisitions: A Guide for Foreign Investment Banks and Bidders, 9th Edition
June 01, 2021 – Davies’ Canadian Mergers & Acquisitions draws on our multijurisdictional M&A experience to offer clear guidance on both the legal framework and the practical aspects of Canadian mergers and acquisitions, including critical tax and regulatory considerations. The recently updated guide is a...
Wattpad Completes Acquisition by Naver
May 10, 2021 – Davies advised global multi-platform entertainment company Wattpad Corp. in its acquisition by South Korean Internet company Naver Corporation, home of digital comics platform WEBTOON, in a cash and stock transaction valued at more than an estimated US$600 million. The acquisition will fuel the...
Apr. 28, 2021 – In an article (available to subscribers) published on April 27 in The Globe and Mail , Davies partner Patricia Olasker shared her insights on how the Biden administration’s proposed hikes to corporate and capital gains taxes may affect cross-border M&A activity. Patricia expects companies to...
Roxgold and Fortuna Combining to Create Premier Gold and Silver Producer
Apr. 27, 2021 – Davies is acting for TSX-listed mining company Roxgold Inc. in its definitive agreement with Fortuna Silver Mines Inc. whereby Fortuna will acquire all the issued and outstanding securities of Roxgold for approximately C$1.1 billion, via plan of arrangement. The business combination brings...
Apr. 19, 2021 – In an article published in the Lexpert Special Edition: Finance and M&A 2021 (available to subscribers), Davies partner Vincent Mercier shared his insights on the implications of Fairstone Financial Holdings Inc. v Duo Bank of Canada , the first Canadian case to consider whether a purchaser...
Forty-Nine Davies Lawyers Named as Leaders in Finance and M&A
Apr. 14, 2021 – Lexpert Magazine has recognized 49 Davies partners among the best lawyers in the country in its 2021 Special Edition: Finance and M&A . The recognition caps another outstanding year for our team, reflecting the strategic perspective our lawyers bring to every transaction – big or small. ...
E-Commerce Technology Company WeCommerce Acquires Stamped
Apr. 09, 2021 – Canadian e-commerce technology company WeCommerce Holdings Ltd. (WeCommerce) has successfully closed the previously announced acquisition of substantially all the assets of Stamped. io Pte. Ltd., a leading software-as-a-service platform based in Singapore, for cash and share consideration of up to...
Between a Block and a Hard Place: ESW Capital Denied Relief in Proposed Bid for Optiva
Mar. 15, 2021 – In the recently released reasons of the Ontario Securities Commission (OSC) in Re ESW Capital, LLC , the OSC reconfirmed the proposition, first expressed in Re Aurora Cannabis Inc. , that barring exceptional circumstances or abusive or improper conduct that undermines shareholder choice,...
Transformative Deal Between Shaw and Rogers to Expedite Canada’s 5G Rollout
Mar. 15, 2021 – Shaw Communications Inc. and Rogers Communications Inc. have reached an agreement for Rogers to acquire all of Shaw’s issued and outstanding Class A and Class B shares in a transaction valued at approximately $26 billion, including debt, representing a significant premium for Shaw’s shareholders....
Agnico Eagle Acquires TMAC Resources After Shandong Gold Deal Denied
Feb. 12, 2021 – Toronto-based Agnico Eagle Mines Limited completed its acquisition last week of TMAC Resources Inc., just weeks after the federal government denied China’s Shandong Gold Mining Co. Ltd.’s deal on national security grounds. Davies acted for Agnico Eagle in the all-cash acquisition, which was...
Feb. 10, 2021 – With deal-making in Canada roaring ahead after a brief stall last year, Davies partner Melanie Shishler spoke to Mergermarket on the outlook for M&A activity in 2021 and the key considerations for buyers and sellers. Melanie said she has seen inbound investment reviews take longer in Canada...
Alstom Acquires Bombardier Transportation to Become Leader in Global Mobility Market
Feb. 01, 2021 – French train manufacturer Alstom S.A. completed its acquisition last week of Bombardier Transportation, strengthening its position in the global market amid greater demand for greener transportation worldwide. Davies acted as Canadian counsel to Alstom in the €4.4-billion strategic acquisition,...
Dec. 15, 2020 – The economic dislocation caused by the COVID-19 pandemic has led to an uptick in “busted deal” litigation in M&A transactions in the United States and Canada. 1 The crux of the litigation is whether the buyer may abandon the transaction without penalty on the basis of allegations that the...
People Corporation to Be Acquired by Goldman Sachs Merchant Banking
Dec. 15, 2020 – Davies is acting for the special committee of the board of directors of People Corporation in the $1.2-billion acquisition of People Corporation by investment funds managed by Goldman Sachs Merchant Banking. The transaction will be implemented by way of a plan of arrangement under Ontario’s ...
The Pallinghurst Group Completes Joint Acquisition of Nemaska Lithium with Investissement Québec
Dec. 03, 2020 – Davies acted for The Pallinghurst Group, a private investor in the global natural resources sector, in its joint acquisition of Québec-based Nemaska Lithium Inc. with Investissement Québec (IQ) pursuant to a sales process under the Companies’ Creditors Arrangement Act . The acquisition was...
Premium Brands Partners with Mi’kmaq First Nations Acquires Clearwater Seafoods
Nov. 13, 2020 – Davies acted for Premium Brands Holdings Corporation in its groundbreaking partnership with a coalition of Mi’kmaq First Nations to jointly acquire Clearwater Seafoods Incorporated, Atlantic Canada’s largest wild seafood company, for approximately $1 billion. Representing a transformational change...
Mackenzie and Great-West Lifeco Acquire Strategic Interest in Northleaf
Oct. 29, 2020 – Davies acted for Northleaf Capital Partners, a premier global private equity, private credit and infrastructure fund manager, in its strategic sale of a non-controlling interest to Mackenzie Financial Corporation, a subsidiary of IGM Financial Inc., one of Canada’s leading diversified wealth and...
Davies Highlights Concerns with Proposals to Modernize Ontario’s Capital Markets
Sept. 09, 2020 – Davies has submitted a comprehensive comment letter to the Capital Markets Modernization Taskforce (Taskforce) in response to the consultation report published by the Taskforce on July 9, 2020 (Report). The Taskforce was formed by the Ontario government in February 2020 with a mandate to review...
Davies Drives First Ever Going Concern Sale of Insolvent Cannabis Producer
Sept. 04, 2020 – In an industry first, Davies has facilitated a going concern asset sale of an insolvent cannabis company that saw a complete transfer of the business to a third party in record time. The successful transaction was unique in both structure and speed, and pivoted on the creativity and experience of...
Patricia Olasker Talks to The Globe and Mail About the Upcoming Hearing on New Takeover Rules
Aug. 14, 2020 – With the Ontario Securities Commission (OSC) set to rule for the first time on a key aspect of Canada’s new takeover regime, The Globe and Mail featured Patricia Olasker for her perspectives on the potential implications of the decision on future hostile takeover bids. The hearing, at which...
Aug. 13, 2020 – The Minister of Innovation, Science and Industry has issued an order, under recently enacted federal legislation, extending several time periods for the national security review (NSR) process under the Investment Canada Act (ICA). The NSR process may be invoked in respect of any acquisition of,...
Xplornet Communications Acquired by Stonepeak Infrastructure Partners
July 09, 2020 – Davies recently acted for Xplornet Communications Inc. (Xplornet), Canada’s largest rural-focused broadband service provider, in completing its sale on June 10, 2020, to Stonepeak Infrastructure Partners (Stonepeak), an infrastructure-focused private equity firm based in New York with a history of...
SEMAFO Combines with Endeavour
July 02, 2020 – Davies acted as counsel to SEMAFO Inc. in its US$2.1-billion business combination with Endeavour Mining Corporation by way of plan of arrangement under the Business Corporations Act (Québec). The combination creates a top 15 global gold producer and the largest in West Africa. Benoit...
Patricia Olasker Speaks to M&A by Reorg on Possible Activist Push for More Mining M&A
June 22, 2020 – With deal-making in the global mining sector continuing amid COVID-19, M&A by Reorg (available to subscribers) featured Patricia Olasker for her insights on a possible push for more consolidation by activist investors once the pandemic subsides – and the challenges the current climate may...
Aaron Atkinson Discusses the Future of Hostile Bids with The Globe and Mail
June 18, 2020 – Following the recent publication of Davies’ report, The Hostile Bid Is Dead. Long Live the Hostile Bid? , The Globe and Mail featured partner and author Aaron Atkinson for his insights on what lies ahead for Canadian public M&A activity in the post-pandemic world. The Davies report indicates...
The Hostile Bid Is Dead. Long Live the Hostile Bid?
June 15, 2020 – With much of the world focused on the immediacy of the COVID-19 pandemic, including its heavy human and economic toll, we have cast our eyes optimistically on the (near, we hope) future when companies regain sufficient confidence to re-enter the public M&A market in large numbers. Although...
DIF Capital Partners Buys Majority Stake in Valley Fiber
Apr. 23, 2020 – Davies acted for DIF Capital Partners in its majority investment in Valley Fiber Ltd., a rapidly growing Manitoba-based fiber-optics developer. Valley Fiber aims to connect more than 15,000 homes and businesses in rural Manitoba to high-speed networks over the next few years. DIF’s all-equity...
COVID-19: Material Adverse Change and Material Adverse Effect
Mar. 23, 2020 – The COVID-19 pandemic has had, and is likely to continue to have, a major impact on the global economy as countries implement various levels of “social distancing” and other restrictions on normal activities. In these uncertain times, many businesses may find themselves reviewing their contracts...
Mar. 20, 2020 – The Canadian Competition Bureau and the Canadian Competition Tribunal have each issued public statements outlining how the COVID-19 pandemic is affecting their respective operations. While the Bureau remains open for business, with staff operating remotely where possible, the Bureau acknowledges...
Alstom to Acquire Bombardier Transportation
Mar. 10, 2020 – Davies is acting as Canadian counsel to Alstom S.A. in its acquisition from Bombardier Inc. and Caisse de dépôt et placement du Québec (CDPQ) of 100% of Bombardier Transportation Inc., valued at €7. 15 billion, to be paid through a combination of cash and newly issued Alstom shares. Pursuant to...
Thirty-Two Davies Lawyers Named as Leaders in Finance and M&A
Feb. 26, 2020 – Lexpert Magazine has recognized 32 Davies partners among the best in the country in its 2020 Special Edition: Finance and M&A . A credit to our phenomenal work over the past year, the recognition reflects our leadership in the finance and M&A space and our focus on providing innovative solutions...
FCF Co., Ltd. Acquires Bumble Bee Foods
Feb. 10, 2020 – Davies acted as Canadian counsel for FCF Co., Ltd. in its US$928-million acquisition of all the assets of Clover Leaf Foods and Bumble Bee Foods, North America’s largest branded shelf-stable seafood companies, under a sale proceeding conducted under the Companies’ Creditors Arrangement Act and...
Jan. 15, 2020 – The official Annual Report under the Investment Canada Act (ICA) for the fiscal year 2018-19 was released at the end of 2019. This document sets out various statistics and other noteworthy developments during that time frame (i.e., April 1, 2018 to March 31, 2019) relating to the two review...
Canadian Competition Bureau Sends Year-End Tidings of Merger Filings
Dec. 23, 2019 – In his own version of the pre-holiday rush, the Canadian Commissioner of Competition has in the last several days challenged one merger transaction and entered into a consent agreement to preserve assets pending his review of another. The Commissioner’s latest actions reflect and reinforce the...
Hostess Brands Acquiring Voortman Cookies
Dec. 03, 2019 – Davies acted as Canadian counsel to Hostess Brands Inc. in its $425-million acquisition of Voortman Cookies Limited, a leading North American wafer and cookie company, from Swander Pace Capital. The acquisition diversifies and expands Hostess’s product offerings, providing it with a unique...
Barrick to Sell Interest in Australian Super Pit for $750 Million
Nov. 19, 2019 – Davies acted for Barrick Gold Corporation (Barrick) in the sale of its 50% interest in Kalgoorlie Consolidated Gold Mines (KCGM) in Western Australia to Saracen Mineral Holdings Limited (Saracen) for total consideration of US$750 million in cash. KCGM, a 50-50 joint venture with Newmont Goldcorp...
Davies Recognized as a “Pre-eminent” Law Firm in The Legal 500 Canada
Nov. 14, 2019 – The Legal 500 Canada 2020 has reaffirmed our standing as a leader among our peers, with clients and industry experts commending the firm for its “incredible depth and consistency” and “flawless execution and exceptional service. ” This year’s directory recognized 45 of our lawyers, including 27...
Patricia Olasker Speaks to Mergermarket About Factors Affecting M&A in Canada
Oct. 25, 2019 – A recent article in Mergermarket featured Patricia Olasker ’s perspectives on M&A in Canada and whether the United States-Mexico-Canada Agreement (USMCA) has had an impact. “Yes, M&A is down in Canada,” Patricia states. Regarding the possible causes, she explains, “We blame trade wars, Trump,...
Small Mergers Loom Large on Canadian Competition Bureau’s Radar
Sept. 30, 2019 – Canada’s Competition Bureau is actively seeking and reviewing smaller acquisitions that may not exceed pre-merger notification thresholds under the Competition Act but that may nonetheless raise substantive competition issues. The Bureau’s demonstrated interest in evaluating smaller mergers...
Barrick Gold Acquires Acacia Mining
Sept. 19, 2019 – Davies acted as Canadian counsel in the acquisition by Barrick Gold Corporation (Barrick) of all of the outstanding shares of Acacia Mining plc (Acacia) not already owned by Barrick. The acquisition was completed by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies...
Blackstone Acquires Dream Global
Sept. 18, 2019 – Davies, together with Simpson Thacher & Bartlett LLP in London and New York, Hengeler Mueller in Germany, and various other local counsel, acted for Blackstone, one of the world’s leading investment firms, in its all-cash acquisition of Dream Global Real Estate Investment Trust (Dream Global). The...
Québec’s Securities Tribunal Prevents Group Mach from Blocking Transat A.T./Air Canada Deal
Aug. 14, 2019 – The Tribunal administratif des marchés financiers (Québec’s securities tribunal) issued a split 2–1 decision resulting in a cease trade order on an offer made by Group Mach to acquire 19.5% of Transat A.T. Inc.’s shares. Certain features of Group Mach’s mini-tender, which was designed to...
Melanie Shishler Featured in Lexpert’s Special Feature on the Art of the Deal
Aug. 06, 2019 – In Lexpert ’s annual Art of the Deal feature, Davies partner Melanie Shishler is profiled for her role as lead counsel to Barrick Gold Corp. in the wave of consolidation that has transformed the gold sector over the past year. Melanie, who appears on the cover of the issue, takes readers...
The Pallinghurst Group Backs Nemaska Lithium’s Mine in Québec
July 24, 2019 – Davies is acting for The Pallinghurst Group, a global metals and mining industry investor, in its proposed equity investment of up to $600 million in Nemaska Lithium Inc. to help fund Nemaska’s Whabouchi project in Québec. The project, which comprises the Whabouchi lithium mine and the...
Patricia Olasker Discusses Cannabis Industry Shakeout with Mergermarket
July 17, 2019 – In a recent interview with Mergermarket (subscribers only), Patricia Olasker discusses structural changes to the cannabis industry and their likely impact. With the 2018 U.S. Farm Bill decriminalizing hemp, U.S. -based investors and banks are funding hemp and CBD companies, reducing their...
Barrick and Newmont Launch Nevada Gold Mines
July 03, 2019 – Davies acted for Barrick Gold Corporation in connection with its historic joint venture with Newmont Goldcorp Corporation, which combined their respective mining properties in Nevada to create the world’s largest gold complex. The new joint venture, which will operate as Nevada Gold Mines,...
Canadian Commissioner of Competition Challenges Acquisition of Specialized Software Business
June 19, 2019 – The Commissioner of Competition recently filed a notice of application with the Canadian Competition Tribunal challenging the acquisition of a Canadian software company that closed on May 13, 2019. The Commissioner claims that the acquisition has resulted in a merger to monopoly for the...
Thirty Davies Partners Named Leaders in Cross-Border Law
June 14, 2019 – In recognition of our reputation for excellence in advising on cross-border issues, the 2019 Lexpert Guide to US/Canada Cross-Border Lawyers in Canada has named 30 of our partners as leaders in the field. The guide highlights our lawyers’ expertise across eight key areas, including Business...
Important Developments in TSX Policy in 2018
May 21, 2019 – The following article was originally published in our 2019 Canadian Capital Markets Report . Read the complete report . The TSX continued to adopt significant policy and practice refinements in its staff notices in 2018. Included among these were important modifications with implications for...
Playing Fair in a Post-InterOil World: Market Practice in Fairness Opinions
May 21, 2019 – The following article was originally published in our 2019 Canadian Capital Markets Report . Read the complete report . The provision of fairness opinions in M&A transactions remains an area of evolving practice in Canada following the Yukon Court of Appeal’s 2016 decision in InterOil...
Success Fees in Advisory Agreements: Financial Advisers (and Their Clients) Take Note
May 21, 2019 – The following article was originally published in our 2019 Canadian Capital Markets Report . Read the complete report . The decision of the Ontario Court of Appeal in RBC Dominion Securities v Crew Gold Corporation underscores the importance of clearly delineating the circumstances in which...
Cannabis Industry Continues to Roll
May 21, 2019 – The following article was originally published in our 2019 Canadian Capital Markets Report . Read the complete report . The cannabis industry has been one of Canada’s most talked-about sectors over the past 24 months, headlined by a handful of significant M&A transactions and cross-border...
2019 Canadian Capital Markets Report
May 21, 2019 – The year 2018 witnessed ongoing volatility in global markets, fuelled by geopolitical uncertainty, rising trade tensions and slowing world economies. In Canada, emerging market sectors continued to gain steam, most notably the cannabis industry, which experienced a dramatic uptick in investment...
May 17, 2019 – We are proud to have been among the firms honoured with “Loan Deal of the Year” at the IFLR Americas Awards 2019 for our work on The Carlyle Group and GIC’s acquisition of AkzoNobel N.V.’s specialty chemicals business. Our firm acted as Canadian counsel to The Carlyle Group on the term loan and...
May 16, 2019 – Davies acted for AirBoss of America Corp. to form a new defense business, AirBoss Defense Group, through the merger of its AirBoss Defense business and other operations in Acton Vale, Quebec with privately owned, U.S. -based Critical Solutions International, Inc. (CSI), in a transaction valued at...
Patricia Olasker Speaks to Lexpert on Growth of Cannabis Industry
May 01, 2019 – In an article published in the Lexpert Special Edition – Canada’s Leading Corporate Lawyers , Patricia Olasker shares her thoughts on the evolution and future of M&A in Canada’s cannabis sector. “It’s certainly a very exciting” period in cannabis M&A, Patricia says, adding that because the big...
The InterOil Saga Continues: Yukon Court of Appeal Asked to Rule on “Fair Value”
Mar. 21, 2019 – ExxonMobil has filed a notice of appeal to the Yukon Court of Appeal, appealing the lower court’s decision in Carlock v ExxonMobil Canada Holdings ULC . In the decision under appeal, the Yukon Supreme Court sided with dissenting shareholders in determining that the fair value of an InterOil share...
Mar. 05, 2019 – In an article (available to subscribers) published this week in The Globe and Mail , Davies partner Patricia Olasker shared her insights about the changing M&A landscape in the Canadian cannabis space. In contrast to the focus on domestic acquisitions one year ago, cannabis dealmakers are now...
Canadian Court Awards Significant Premium to Negotiated Deal Price in Determining “Fair Value”
Feb. 27, 2019 – Note: On March 18, 2019, ExxonMobil filed a notice of appeal to the Yukon Court of Appeal. We will be watching the progress of the appeal and will report on the decision once it is released. The 2017 acquisition of InterOil by ExxonMobil continues to generate cases of interest to M&A...
Ipsen Acquires Clementia Pharmaceuticals for US$1.3 Billion
Feb. 26, 2019 – Davies acted for French biopharmaceutical company Ipsen in the acquisition of Québec-based Clementia Pharmaceuticals for a purchase price of US$25. 00 per share in cash upfront, plus a contingent value right of US$6. 00 per share, for a total transaction value of up to US$1. 31 billion. The...
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 Income Tax...
Davies Lawyers Unrivalled in Chambers Global 2019
Feb. 19, 2019 – Chambers and Partners has once again recognized Davies as a top Canadian law firm in the 2019 edition of Chambers Global: The World’s Leading Lawyers for Business . This year’s guide recognizes 39 Davies lawyers with 45 rankings, including 16 lawyers ranked Band 1 – more than any other law firm...
Richard Fridman Discusses Outlook for Mining Sector in 2019
Feb. 05, 2019 – Davies partner Richard Fridman recently spoke with Mergermarket to share his insights into M&A and IPO activity in the mining industry and what we can expect to see in 2019. Noting that these are “tumultuous times” for the mining sector, Richard reflects on how the current environment will...
Investment Canada Act: Guide for Foreign Investors in Canada, 2019 Edition
Feb. 02, 2019 – The regulatory landscape for foreign investments in Canada is constantly evolving. As a regular adviser on matters relating to the Investment Canada Act (ICA), Davies has updated this informative guide for foreign investors and their advisers, which provides an overview of the ICA and how it is...
Fortis Selling Its Stake in Waneta Expansion for $991 Million
Feb. 01, 2019 – Fortis Inc. has signed a deal with Columbia Basin Trust and Columbia Power Corporation to sell its 51% interest in the 335 MW Waneta Expansion Hydroelectric Project in British Columbia for approximately $1 billion. The transaction closed on April 16, 2019. The Davies team working on this...
Descartes Systems Group Acquires Visual Compliance for $330 Million
Jan. 31, 2019 – Davies acted for Management Systems Resources Inc. in the sale of its Visual Compliance and eCustoms business to Descartes Systems Group for $330 million. Based in Toronto, Visual Compliance is a leading provider of automated global trade compliance software solutions, with a focus on denied and...
OSC Announces Stakeholder Consultation on Burden Reduction
Jan. 16, 2019 – The Ontario Securities Commission (OSC) recently published OSC Staff Notice 11-784: Burden Reduction (OSC Staff Notice 11-784), seeking input from stakeholders on ways to reduce regulatory burden for issuers, registrants, investors and other market participants. OSC Staff Notice 11-784 is the...
Patricia Olasker and Brian Kujavsky Profiled as Top Cannabis Lawyers by Business Insider
Jan. 11, 2019 – An article published this week in Business Insider features Davies partners Patricia Olasker and Brian Kujavsky among a select group of lawyers who have cut a trailblazing path into the booming cannabis industry. The article describes how Davies’ involvement in the industry was driven by...
Davies Tops the List of Firms in Cannabis M&A Deals
Dec. 21, 2018 – An article published this week on IPO Edge and Yahoo Finance on the booming cannabis M&A market has called Davies the “go-to firm for cannabis,” leading all other law firms by a wide margin for M&A deals in the cannabis space. According to Dealogic, Davies topped the list of firms for cannabis...
Sobeys’ Owner Empire Acquires Farm Boy for $800 Million
Dec. 10, 2018 – Davies acted as counsel to Berkshire Partners in the $800-million sale of food retailer Farm Boy Inc. to Empire Company Limited. Under the deal, Farm Boy has been set up as a separate company within Empire’s structure with the goal of accelerating its growth in urban and suburban markets. Farm...
Davies Recognized as “Top of the Class” in The Legal 500 Canada
Dec. 03, 2018 – The 2019 edition of The Legal 500 Canada has recognized Davies as being “consistently top tier in both service and expertise” and the “best representation at the table,” with Tier 1 rankings in the following practice areas: Competition and Antitrust Corporate and M&A Dispute...
Davies Welcomes New Partner Aaron Atkinson
Dec. 03, 2018 – Davies is pleased to announce that Aaron Atkinson has joined Davies as a partner in our Toronto office. Aaron brings nearly 20 years of experience advising clients across industry sectors in domestic and cross-border M&A transactions, corporate finance, capital markets and securities, and...
Proposed Regulations Would Implement U.S. Interest Stripping Rules After Tax Reform
Nov. 29, 2018 – As we have noted previously , the Tax Cuts and Jobs Act of 2017 dramatically changed the limitation on the deductibility of interest expense under section 163(j). 1 Under the revised provision, the limitation applies to all taxpayers (not just to corporations) and to business interest paid to...
Nov. 27, 2018 – In Canada (National Revenue) v Atlas Tube Canada ULC , the Federal Court (FC) held that the Canada Revenue Agency (CRA), in the course of an ongoing audit, was entitled to a draft tax due diligence report (Report) prepared by the accounting firm Ernst & Young (EY). The Report was commissioned,...
Patricia Olasker Speaks to Bloomberg About Davies’ Role in Canada’s Cannabis Market
Nov. 27, 2018 – In an article published recently in Bloomberg , Davies partner Patricia Olasker speaks about Davies’ involvement in Canada’s booming cannabis industry. Davies ranks first among its peers for working on $5.8 billion worth of cannabis M&A this year, including advising the shareholders of...
Ontario Releases Framework for Private Retail Cannabis Sales
Sept. 28, 2018 – With less than three weeks before cannabis becomes legal for adult use in Canada, Ontario has finally tabled its approach to retail distribution. Among the myriad aspects of the recreational cannabis industry left to the discretion of the provinces, retail distribution may have the largest impact...
Davies Receives Highest Percentage of Band 1 Rankings in Chambers Canada 2019
Sept. 26, 2018 – Davies has once again been recognized as one of Canada’s top law firms in Chambers Canada 2019 , with 26 of our lawyers receiving Band 1 rankings – the highest percentage among all firms relative to firm size. The firm also received the highest percentage of lawyer rankings relative to firm size,...
Barrick Buys Randgold to Create World’s Largest Gold Miner
Sept. 25, 2018 – Davies acted for Barrick Gold Corporation in its US$18.3-billion share-for-share merger with Randgold Resources Limited. This multijurisdictional transaction created an industry-leading gold company with the greatest concentration of tier one gold assets in the industry and a diversified asset...
Securities Regulators Seek to Address Inconsistencies in Disclosure of Non-GAAP Financial Measures
Sept. 10, 2018 – Over the past few years, the Canadian Securities Administrators (CSA) has increasingly scrutinized the public disclosure of numerical measures of financial performance that are not specified, defined or determined under an issuer’s GAAP (non-GAAP financial measures). In November 2003, the CSA...
Davies Welcomes Michel Gélinas
Sept. 07, 2018 – Davies is pleased to announce that Michel Gélinas has joined the firm as a partner in our Montréal office. Michel’s practice focuses on advising clients on mergers and acquisitions, private equity, venture capital and corporate finance, both in Canada and internationally. “Michel’s reputation...
Best Lawyers in Canada Honours 102 Davies Partners
Aug. 21, 2018 – Davies has once again earned top rankings in the 2019 edition of Best Lawyers in Canada , with 102 partners recognized as leading lawyers across 37 practice areas. The firm has also been named “Firm of the Year” in Mergers & Acquisitions Law and Competition/Antitrust Law. Additionally, this...
The Green Rush: The Cannabis Industry Rolls On
Aug. 03, 2018 – On October 17, 2018, the Canadian recreational cannabis market will open under a patchwork of federal and provincial legislation. With just over two months before legalization, the Canadian cannabis industry continues to evolve and grow at an unprecedented pace. We highlight significant...
Enercare to Be Sold to Brookfield for $4.3 Billion
Aug. 01, 2018 – Davies acted for Enercare Inc., one of North America's largest home and commercial services and energy solutions companies, in its $4.3-billion sale to Brookfield Infrastructure and its institutional partners by way of plan of arrangement. Under the deal, which received the unanimous approval of...
Patricia Olasker Quoted in Lexpert Feature on Cannabis M&A
July 25, 2018 – Davies partner Patricia Olasker spoke recently to Lexpert about M&A activity in Canada’s burgeoning cannabis industry, beginning with Aurora Cannabis Inc.’s unsolicited takeover bid of CanniMed Therapeutics Inc. in November 2017. Patricia described how the firm became involved in the...
Michelin to Acquire Camso for US$1.7 Billion
July 13, 2018 – Davies acted for Groupe Michelin in its agreement to acquire Camso Inc., a Québec-based off-the-road (OTR) tire maker, for US$1.7 billion. The two companies will combine their OTR operations into a new division that will be run from Camso’s headquarters in Magog, Québec. The transaction will...
Twenty-nine Davies Partners Named Leaders in Cross-Border Law
June 22, 2018 – The 2018 Lexpert Guide to US/Canada Cross-Border Lawyers in Canada features 29 Davies lawyers, across seven practice areas, who are recognized for their industry-leading cross-border practices. The new publication from Lexpert is a single all-encompassing cross-border guide, featuring lawyers...
Iconic Canadian Investment Firm Jarislowsky, Fraser Limited Sold to Scotiabank
May 11, 2018 – Davies acted for Stephen A. Jarislowsky and S.A. Jarislowsky Investments Inc., the principal shareholders of JFL, in the $1-billion sale of JFL, a leading independent investment firm with approximately $40 billion in assets under management, to Scotiabank. The transaction was completed on May 1,...
Tax Court Finds That Broker Fees on a Private Company Sale Were GST/HST-Taxable
May 10, 2018 – The Tax Court of Canada recently released its decision in Barr v. The Queen , 2018 TCC 86, which considered whether share-sale commissions were exempt from HST. The taxpayer was the sole shareholder of a Canadian company. He had retained two brokers for the sale of his company or its assets....
Melanie Shishler Interviewed by Lexpert about NAFTA’s Impact on Canadian M&A Activity
May 10, 2018 – In an article published in the Report on Business/Lexpert Special Edition Canada’s Leading Corporate Lawyers , Davies partner Melanie Shishler speaks about the impact of the North American Free Trade Agreement (NAFTA) on the Canadian M&A market. “In general, any kind of uncertainty, including...
Patricia Olasker Speaks to Lexpert About Sandbagging in M&A
May 10, 2018 – Davies partner Patricia Olasker is quoted in the Report on Business/Lexpert Special Edition Canada’s Leading Corporate Lawyers about the practice of “sandbagging,” which, in mergers and acquisitions, refers to the situation in which buyers may agree to a transaction despite knowing that one or...
Peter Hong and Patricia Olasker Speak to Lexpert About the Evolution of SPACs
May 07, 2018 – In an article published in the Report on Business/Lexpert Special Edition Canada’s Leading Corporate Lawyers , Davies partners Peter Hong and Patricia Olasker discuss the role of special purpose acquisition corporations (SPACs) in the Canadian investment landscape. According to Peter, the...
Increased Filing Fees for Merger Reviews Under the Canadian Competition Act
Apr. 25, 2018 – The Canadian Competition Bureau has announced that the filing fee for merger reviews under the Competition Act (Act) will increase to $72,000, from $50,000, effective May 1, 2018. The fee will be adjusted for inflation annually thereafter. This 44% increase represents the first change to the...
Apr. 13, 2018 – On April 12, 2018, the Canadian Securities Administrators (CSA) published Staff Notice 61-303 and Request for Comment – Soliciting Dealer Arrangements (the Notice) outlining issues identified by staff in respect of the use of soliciting dealer arrangements in proxy contests and corporate...
Koch Industries Invests in Genesis Robotics
Apr. 13, 2018 – Davies acted as Canadian counsel to Koch Chemical Technology Group, a leading design, engineering and manufacturing firm, in its strategic controlling investment in Genesis Robotics, a Canadian robotics technology innovator and subsidiary of Genesis Advanced Technology. Under the agreement, the...
SEC Rulemaking Developments in 2017
Apr. 12, 2018 – Within the first hundred days of taking office, President Trump reiterated his commitment to scaling back existing financial regulations. In February 2017, President Trump signed into law Congress’s repeal of the extractive industry transparency rules adopted by the U.S. Securities and Exchange...
FAST Act Modernization and Simplification of Regulation S-K
Apr. 12, 2018 – Securities disclosure requirements in the United States are complex, and compliance can be a challenge. Compliance with Regulation S-K, which contains requirements applicable to the content of the non-financial statement portions of certain registration statements, annual reports and other ...
SEC Filings Must Include Hyperlinks to Exhibits and Be in HTML Format
Apr. 12, 2018 – New rules of the U.S. Securities and Exchange Commission (SEC) that require exhibits to be hyperlinked in most SEC filings became effective on September 1, 2017. Under the new rules, registrants that are filing a registration statement or current report that is subject to the exhibit...
Inline XBRL Filing of Tagged Data
Apr. 12, 2018 – A company that prepares its financial statements in accordance with U.S. generally accepted accounting principles (GAAP) or International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and files with the U.S. Securities and Exchange Commission (SEC)...
SEC Guidance on Pay Ratio Disclosure
Apr. 12, 2018 – On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) adopted interpretive guidance to assist domestic reporting companies in their efforts to comply with the pay ratio disclosure required by item 402 of Regulation S-K under the Securities Act of 1933 , as amended. On the same...
SEC Approves an NYSE Rule Amendment Prohibiting Release of Material News After Market Close
Apr. 12, 2018 – On December 4, 2017, the U.S. Securities and Exchange Commission (SEC) approved a New York Stock Exchange (NYSE) rule amendment – revised Rule 202. 06 – prohibiting NYSE-listed companies from releasing material news after the NYSE’s official trading closing time (NYSE Closing Time) until the...
Apr. 06, 2018 – While the Canadian capital markets were volatile in 2017, market activity in the Canadian cannabis sector has achieved unprecedented highs. The $245-million investment by Constellation Brands, a NYSE-listed producer of beer, wine and spirits, in TSX-listed Canopy Growth in the fall of 2017...
Maureen Littlejohn Interviewed in Law Times About Federal Court of Appeal Ruling
Apr. 03, 2018 – In an article published recently in Law Times (available to subscribers), Davies partner Maureen Littlejohn discusses the Federal Court of Appeal’s decision in IGGillis Holdings Inc. v. Minister of National Revenue , which confirmed the legitimacy of transactional “common interest...
Apr. 02, 2018 – In an article published on Tuesday in The Globe and Mail (available to subscribers), Davies partner Patricia Olasker spoke about the lasting impact that the Aurora/CanniMed decision is expected to have on hostile takeover bids in all industries, particularly with respect to the use of...
Weed Wars Part III: The Joint Actor Issue
Mar. 23, 2018 – In the recently released joint reasons of the Ontario and Saskatchewan securities commissions in In the Matter of Aurora Cannabis Inc. in respect of the unsolicited takeover bid by Aurora Cannabis Inc. for all the shares of CanniMed Therapeutics Inc., the commissions considered when a bidder and...
Patricia Olasker Discusses Regulators’ Reasons in Aurora/CanniMed Decision in National Post Article
Mar. 23, 2018 – In an article published on Wednesday in the National Post , Davies partner Patricia Olasker discusses the highly anticipated reasons that were released by the Ontario and Saskatchewan securities commissions in the Aurora Cannabis Inc. /CanniMed Therapeutics Inc. hostile takeover. Patricia...
Weed Wars Part II: Tactical Poison Pills and Lock-up Agreements in Hostile Bids
Mar. 20, 2018 – The Ontario and Saskatchewan securities commissions recently released joint reasons in In the Matter of Aurora Cannabis Inc. in respect of the unsolicited takeover bid by Aurora Cannabis Inc. for all the shares of CanniMed Therapeutics Inc. and CanniMed’s adoption of a shareholder rights plan...
Maureen Littlejohn Speaks to the National Post About FCA Ruling Affirming Common Interest Privilege
Mar. 14, 2018 – In an article published on Tuesday in the National Post , Davies partner Maureen Littlejohn spoke about the Federal Court of Appeal’s (FCA’s) ruling last week in IGGillis Holdings Inc. v. The Minister of National Revenue , 2018 FCA 51. The decision confirmed the existence of “transactional...
Mar. 13, 2018 – Every day, across Canada, business and tax lawyers rely on the judge-made doctrine of “transactional common interest privilege” to facilitate the due diligence process and to ensure the efficient structuring and negotiation of commercial transactions. This beneficial common law doctrine allows a...
2018 Federal Budget: Tax Highlights
Feb. 27, 2018 – As anticipated, today’s federal budget (Budget 2018) focuses on a few targeted areas, including the taxation of passive investments made by private corporations, and does not contain any measures in response to the enactment of tax reform in the United States or relating to the OECD BEPS...
Davies Lawyers Peerless in Chambers Global 2018
Feb. 16, 2018 – Davies’ status as a leading Canadian law firm has once again been confirmed by Chambers and Partners in its annual publication Chambers Global: The World’s Leading Lawyers for Business . The 2018 edition of the guide recognizes 40 Davies lawyers with 46 rankings, including 15 lawyers ranked Band...
Sébastien Roy Interviewed by Lexpert about Dealmaking in the Maple Syrup Business
Feb. 13, 2018 – Davies partner Sébastien Roy was recently interviewed for a Lexpert Magazine article about transactions in the maple syrup industry, including Rogers Sugar’s (RSI’s) $160.3-million acquisition of L.B. Maple Treat (LBMT) last August. Sébastien believes it was the right time for RSI and its...
Melanie Shishler Reflects on M&A Activity in 2017
Feb. 08, 2018 – Davies partner Melanie Shishler spoke recently to Listed Magazine about 2017 M&A trends and activity and the outlook for dealmaking in 2018. Noting that private equity played a key role in fuelling growth, Melanie remarked, “I haven’t worked on any deal where there haven’t been both pension...
Davies Advises on Five of Lexpert’s Top 10 Deals of 2017
Feb. 06, 2018 – Lexpert Magazine has identified Davies as a key player in five of the Top 10 Deals of 2017, including the merger of Potash Corp. of Saskatchewan Inc. with Agrium Inc. to form Nutrien Ltd., which was recognized as Deal of the Year. Davies was also profiled for acting in the following top...
Feb. 02, 2018 – As noted in our bulletin TSX Amends Disclosure Requirements , effective April 1, 2018, TSX-listed issuers other than Eligible Interlisted Issuers, Eligible International Interlisted Issuers and Non-Corporate Issuers will be required to have posted to their publicly accessible website current...
Feb. 02, 2018 – Speaking to the Financial Post , Davies partner Patricia Olasker discussed the issues the legal and financial community hopes will be addressed in the written reasons behind the Ontario and Saskatchewan securities commissions’ December 22 order blocking CanniMed’s poison pill. Patricia noted...
U.S. Tax Laws: A Review of 2017 and a Look Ahead to 2018
Jan. 11, 2018 – Each year at this time, we offer a look back at some of the more significant income tax developments in the United States affecting domestic and international business over the past year and a look ahead to possible U.S. tax developments in the coming year. Tax Developments in 2017 As we...
Canadian Tax Laws: A Review of 2017 and a Look Ahead to 2018
Jan. 11, 2018 – Each year at this time we offer a look back at some of the more significant income tax developments in Canada affecting domestic and international business over the past year and a look ahead to possible Canadian tax developments in the coming year. Developments in 2017 1. Legislative...
Weed Wars: Securities Commissions Weigh In on Aurora/CanniMed Hostile Bid
Jan. 03, 2018 – After a joint hearing in mid-December, the Ontario and Saskatchewan securities commissions released identical orders in respect of the unsolicited take-over bid by Aurora Cannabis Inc. for the issued and outstanding common shares of CanniMed Therapeutics Inc. and CanniMed’s use of a shareholder...
Republicans Poised to Enact Transformative U.S. Federal Tax Reform
Dec. 19, 2017 – Congressional Republicans are on the cusp of enacting transformative U.S. federal tax reform and getting a bill on President Trump’s desk for signature, likely by the end of this week. U.S. tax reform of the type described below can have significant U.S. tax consequences for businesses and...
Patricia Olasker and Poonam Puri Write on Shareholder Activism in M&A Transactions
Dec. 19, 2017 – In an article published in Listed Magazine , Patricia Olasker and Poonam Puri examine how shareholder activism has been increasingly affecting Canadian public company board decisions and M&A outcomes. The authors provide recent examples to illustrate the various ways in which shareholder...
Financial Times Ranks Davies Among Top Innovative Law Firms
Dec. 14, 2017 – The Financial Times has recognized Davies in its 25 Most Innovative North American Law Firms 2017. The only Canadian firm to be included in the rankings, Davies was acknowledged for its innovation in two categories: Accessing New Markets and Capital and Rule of Law and Access to Justice. In the...
Davies Recognized as “Truly Outstanding” in The Legal 500 Canada
Nov. 30, 2017 – The 2018 edition of The Legal 500 Canada has recognized Davies for its “vast and valuable experience” and “peerless market knowledge,” with rankings in 13 categories, including Tier 1 rankings in the following: Capital Markets Competition and Antitrust Corporate and M&A ...
Investment Considerations for the Cannabis Industry: Spotting the Red Flags
Nov. 22, 2017 – The recent $245-million investment by Constellation Brands, a NYSE-listed producer of beer, wine and spirits, in TSX-listed Canopy Growth focused attention across North America on the Canadian cannabis industry. The announcement of the approximately 9.9% investment on October 30, 2017 drove Canopy...
Québec Releases Framework for Recreational Cannabis
Nov. 21, 2017 – The Canadian government is going full steam ahead with its plans to legalize cannabis for recreational purposes in July 2018, but it has left some of the toughest decisions relating to the sale, distribution, cultivation and promotion of cannabis to the provinces and territories. As a result, a...
House Republicans Moving Forward on U.S. Tax Reform
Nov. 03, 2017 – After many promises and surprising secrecy, House Republicans took a significant step toward enacting transformative federal tax legislation on November 2, 2017. The House Republicans released a bill titled the “Tax Cuts and Jobs Act” (Act), which adopts many of the principles set forth in the...
Toromont Industries Ltd. Acquires Hewitt Equipment
Oct. 27, 2017 – Davies represented Toromont Industries Ltd., a diversified industrials company providing specialized capital equipment and ongoing support in various sectors, in its $1-billion acquisition of Hewitt Equipment, the Caterpillar equipment dealer for Québec, Western Labrador and the Maritimes. The...
Aecon Selling All Issued and Outstanding Shares to CCCI
Oct. 26, 2017 – Davies is representing Aecon Group Inc. (Aecon), a leading provider of Canadian construction services, in its $1.5-billion acquisition by CCCC International Holding Limited (CCCI). CCCI is the overseas investment and financing arm and a wholly owned subsidiary of China Communications Construction...
Forty-nine Davies Lawyers Recognized in Who’s Who Legal: Canada
Oct. 24, 2017 – Law Business Research’s Who’s Who Legal: Canada 2017 names 49 Davies partners as leading lawyers, including eight Most Highly Regarded practitioners, across 18 different practice areas. Who’s Who Legal nominees are selected on the basis of comprehensive, independent surveys conducted among...
TSX Amends Disclosure Requirements
Oct. 23, 2017 – The Toronto Stock Exchange (TSX) has adopted amendments to the TSX Company Manual that require listed issuers to post certain corporate governance documents on their websites and alter, in certain respects, the disclosure relating to security based compensation arrangements required to be...
Thirty-eight Davies Partners Recognized in the IFLR1000 Financial and Corporate 2018 Guide
Oct. 17, 2017 – Davies’ market leadership and expertise in financial and corporate law is reaffirmed in the 2018 edition of IFLR1000 , with 28 of our lawyers recognized as industry leaders, including one Market Leader, 18 Highly Regarded practitioners, six Rising Stars and thirteen Notable Practitioners across...
U.S. Treasury Will Scale Back Debt-Equity and Certain Other Regulations
Oct. 10, 2017 – On the basis of an executive order by President Trump to reduce the burden of tax regulations, the Secretary of the Treasury (Secretary) identified on June 22, 2017, eight regulations from January 1, 2016, to be reviewed (June Report). The Secretary has now provided final recommendations (October...
Chambers Canada 2018 Recognizes Davies as a Leader in 23 Practice Areas
Oct. 04, 2017 – Davies has once again been recognized as one of Canada’s top law firms by Chambers & Partners in Chambers Canada: Canada’s Leading Lawyers for Business . The 2018 edition of the guide reaffirms our position as a leader in the industry, with 62 of our lawyers ranked 79 times, including 25 Band 1...
Davies Governance Insights 2017
Oct. 02, 2017 – Davies Governance Insights 201 7 provides analysis of the top governance trends and issues important to Canadian boards, senior management and governance observers. The 2017 edition provides readers with Davies’ take on important topics ranging from shareholder engagement and activism to...
Investment Canada Act Net Benefit Review Threshold Increases Again for Many Foreign Investors
Sept. 21, 2017 – Just a few months after an increase in the net benefit review threshold for most direct acquisitions of control of Canadian businesses involving private sector investors, the review threshold has increased yet again. The increase is 50%, to C$1.5 billion in enterprise value of the Canadian...
Fulfilling the Promise: Proposals for a More Efficient Merger Review Process in Canada
Sept. 20, 2017 – Competition Bureau resources are being wasted on the analysis of non-problematic mergers and the review of more complex transactions is taking too long. Both developments suggest that legislative amendments are required to better focus the expenditure of public resources and avoid discouraging...
Sentry Investments Corp. Selling All Outstanding Shares to CI Financial Corp.
Aug. 15, 2017 – Davies represented Sentry Investments Corp. (Sentry), one of Canada’s leading independent investment managers, in its $780-million acquisition by CI Financial Corp. The acquisition combined two of Canada’s largest independent active asset managers and increased CI’s assets under management by 16%...
The American Lawyer Recognizes Davies’ Cross-Border Work with Two Global Legal Awards
Aug. 08, 2017 – Davies has been honoured by The American Lawyer ’s 2017 Global Legal Awards for the firm’s role in two of the past year’s most significant matters. The firm received Global M&A Deal of the Year: Canada, for representing Fortis Inc. in its acquisition of ITC Holdings Corp. This transformative...
Boards Beware: Regulators Actively Monitoring Related Party Transactions
July 31, 2017 – On July 27, 2017, staff of the Ontario, Québec, Alberta, Manitoba and New Brunswick securities regulatory authorities offered guidance on the role of boards and special committees and on their process and disclosure obligations in conflict of interest transactions. 1 The Notice is helpful in that...
Patricia Olasker Quoted in Lexpert About the OSC’s Eco Oro Decision
July 31, 2017 – Davies partner Patricia Olasker was quoted in a Lexpert article about the Ontario Securities Commission’s (OSC’s) decision that found Eco Oro Minerals Corporation was using questionable tactics in blocking a proxy challenge. Patricia, who has written on this topic , told Lexpert that the...
SEC Expands the Use of Confidential Submissions of Draft Registration Statements
July 20, 2017 – The staff of the U.S. Securities and Exchange Commission (SEC) recently began accepting from all issuers confidential submissions of draft registration statements for review by the SEC staff in certain cases. Before this policy change, under the Jumpstart Our Business Startups Act of 2012 ...
Second Opinions Still the Exception
July 11, 2017 – In an article published in Listed Magazine , Patricia Olasker and Poonam Puri discuss the impact of the Yukon court’s ruling on fairness opinions and trends that have become evident since the court’s decision. Patricia and Poonam point out that since the court’s decision, there have been...
July 05, 2017 – The Ontario Securities Commission’s (OSC) reasons in In the Matter of Eco Oro Minerals Corp. were recently released, providing important guidance regarding private placements of voting securities in the context of proxy contests and articulating the OSC’s views on the public interest in...
PSP Investments Announces Strategic Initiatives with Pattern Energy
July 04, 2017 – Davies represented the Public Sector Pension Investment Board (PSP Investments), one of Canada’s largest pension investment managers, in a series of transactions with Pattern Energy Group Inc. (PEGI). PEGI is an independent power company, listed on the Nasdaq Global Select Market and Toronto Stock...
Barrick Gold Completes Strategic Divestiture and Partnership with Shandong Gold
June 30, 2017 – Davies acted for Barrick Gold Corporation in its transaction with Shandong Gold that included the following: sale of a 50% interest in the Veladero gold mine for US$960 million; the negotiation of a 50/50 joint venture arrangement in respect of the Veladero gold mine; the...
Activist Investors Battling in the Public Arena
June 20, 2017 – Davies partner Patricia Olasker appeared on Business News Network’s (BNN’s) program The Close to share her perspective on recent instances of shareholder activism. During her segment, Patricia discussed: factors that drive activist shareholders ways to discern whether shareholder...
Shareholder Activism and Proxy Contests: Issues and Trends
June 06, 2017 – Shareholder activism – in the form of both headline-grabbing proxy contests and the new, quieter engagement between boards and shareholders – has been on an upward trend in Canada for the past 10 years. It is now a permanent feature on the corporate landscape, reflecting the increased focus of...
New Deal Rules Don’t Shake the Industry, Bringing Little Change in the Number of Hostile Bids
May 18, 2017 – The Financial Post recently published an article outlining findings in a report by Davies affiliated scholar Poonam Puri and Kingsdale’s Hooman Tabesh about the effect of the CSA’s takeover bid rules enacted in May 2016. Poonam and Hooman analyzed the number of deals that became hostile in...
Davies Earns Top Marks in The Canadian Legal Lexpert Directory 2017
May 05, 2017 – The Canadian Legal Lexpert Directory 2017 has recognized 91 Davies lawyers as leading practitioners, with 33 achieving the highest ranking of Most Frequently Recommended in at least one area of specialization. Our firm is also recognized as Most Frequently Recommended in 16 practice areas. ...
Barrick Gold Announces Three-Way Transaction with Goldcorp and Kinross
Apr. 07, 2017 – Davies acted for Barrick Gold in its announced, highly complex three-way transaction with Goldcorp and Kinross Gold. This transaction involved Barrick’s sale of its 25% stake in the Cerro Casale Project to Goldcorp and Goldcorp’s acquisition of Kinross’s entire 25% interest in the Cerro Casale...
SEC Adopts Final Rule Shortening Settlement Cycle to T+2
Mar. 28, 2017 – On March 22, 2017, the U.S. Securities and Exchange Commission (SEC) adopted a final rule amending Rule 15c6-1(a) under the U.S. Securities Exchange Act of 1934 to shorten the standard settlement cycle from three to two business days (i.e., from T+3 to T+2) for most broker-dealer securities...
Davies Lawyers Unmatched in Chambers Global 2017
Mar. 27, 2017 – Davies’ status as a leading Canadian law firm has once again been confirmed by Chambers and Partners in its annual publication Chambers Global: The World’s Leading Lawyers for Business . Davies has the highest percentage of Band 1 lawyer rankings as well as the highest percentage of overall...
Davies Partner Weighs in on Fairness Opinions
Mar. 24, 2017 – Davies Partner Patricia Olasker was recently interviewed by The Globe and Mail about the Ontario Securities Commission’s review of the Yukon Court of Appeal’s decision to strike down a takeover bid by Exxon Mobil for InterOil because of the fairness opinion provided as part of the deal . In...
2017 Federal Budget: Tax Highlights
Mar. 22, 2017 – The Liberal government’s second budget (Budget 2017) comes during a period of exceptional global political and economic uncertainty. Of particular importance from a Canadian economic and tax policy perspective is the uncertainty about how the Trump administration’s agenda will unfold in the coming...
Fintech TIO Networks to Be Acquired by PayPal for C$304 Million
Mar. 09, 2017 – Davies advised the Special Committee of the board of directors of TIO Networks Corp., a leading North American cloud-based multi-channel bill payment processor, in its acquisition by PayPal Holdings, Inc. TIO accelerated PayPal’s entry into bill payments with 14 million consumer bill pay accounts,...
Davies Welcomes William B. Rosenberg
Mar. 06, 2017 – William B. Rosenberg has joined Davies as a partner based in our Montréal office. Mr. Rosenberg will continue advising clients, both in Canada and internationally, on mergers and acquisitions, private equity and corporate finance. “William’s reputation as a leading practitioner, including his...
InterOil Take 2: Yukon Court Doubles Down on Requirement for Fixed-Fee Financial Adviser Engagements
Mar. 03, 2017 – On February 20, 2017, the Yukon Supreme Court approved ExxonMobil Corporation’s second attempt to acquire InterOil Corporation through a plan of arrangement. This is the second iteration of the acquisition transaction following the Yukon Court of Appeal ’ s rejection of the initial transaction...
SEC Rulemaking Developments 2016
Feb. 16, 2017 – The U.S. Securities and Exchange Commission (SEC) had a busy rulemaking year in 2016. As part of its Disclosure Effectiveness Initiative launched at the end of 2013, the SEC continued to propose and adopt rules that are intended to improve and modernize the disclosure requirements for reporting...
Davies Acted in Six of Lexpert Magazine’s Top 10 Deals of 2016, Including Deal of the Year
Feb. 06, 2017 – Davies was recognized as a significant player in six of the top 10 Canadian corporate deals of 2016 in Lexpert Magazine ’s January/February 2017 issue. Most notably, Davies acted in Lexpert’s Deal of the Year – Fortis Inc.’s acquisition of ITC Holdings Corp. Davies was profiled for acting in...
Jan. 25, 2017 – Davies partner Patricia Olasker was recently quoted in a Lexpert.ca article about the implications of the Yukon Court of Appeal decision in InterOil Corp. v. Mulacek to block Exxon Mobil’s $2.3-billion takeover bid of InterOil Corp. The decision raises questions about established Canadian...
Canadian and U.S. Tax Laws: A Review of 2016 and a Look Ahead to 2017
Jan. 13, 2017 – The year 2016 was eventful from a Canadian tax perspective, with the current Liberal government introducing its first federal budget and important judicial developments that included two decisions in tax cases by the Supreme Court of Canada. Conversely, while U.S. tax developments in 2016 were...
If Pills Are Out, Are Private Placements In?
Jan. 12, 2017 – Canada’s new takeover bid regime got its first serious test with Hecla Mining’s attempted hostile takeover of Dolly Varden Silver. Under the new takeover bid rules, poison pills as a bid defence may soon be a thing of the past, to be replaced by private placements as the defensive tactic of choice...
Federal Court Refuses to Recognize Common Interest Privilege in the Transactional Context
Dec. 23, 2016 – The doctrine of “common interest privilege” ensures that a document or communication that is already protected by solicitor-client or litigation privilege does not lose that protection when it is shared between two parties sharing a “common interest” in either litigation or a transaction. In a...
Yukon Appeal Court’s InterOil Decision Based on Cold, Hard and Questionable Facts
Dec. 02, 2016 – Background A recent court decision from the Yukon has grabbed the attention of financial advisers and mergers and acquisition practitioners, raising questions about established market practices in M&A transactions, particularly with respect to fairness opinions. In a decision rendered on...
Dec. 01, 2016 – In our recent e-communication Canada Lowers the Wall to Foreign Investment , we described steps taken by the Canadian government to create a more attractive and welcoming climate for foreign investment in Canada: lowering a key review threshold under the Investment Canada Act (ICA); committing...
Upcoming Changes to Ontario Land Transfer Tax Rates
Nov. 25, 2016 – The province of Ontario is proposing to increase land transfer tax rates with effect from January 1, 2017. The Building Ontario Up for Everyone Act (Budget Measures) , 2016 received first reading on November 16, 2016 and is expected to come into force before the end of the year. For acquisitions...
Canada Lowers the Wall to Foreign Investment
Nov. 11, 2016 – At a time when trade globalization is attracting new controversy, the Canadian government has taken steps to encourage increased foreign investment in Canada. These measures promise a more attractive and welcoming foreign investment climate. First, the Canadian government has announced that one...
Davies Recognized as “Simply Elite” in The Legal 500 Canada
Nov. 11, 2016 – The 2017 edition of The Legal 500 Canada has recognized Davies for its “simply elite” lawyers and “client-focused team players” with rankings in 14 categories, including Tier 1 rankings in the following: Capital Markets Competition and Antitrust Corporate and M&A Dispute...
Fortis Completes Acquisition of ITC for US$11.3 Billion
Oct. 14, 2016 – Davies advised Fortis Inc. in its US$11.3-billion acquisition of ITC Holdings Corp., the largest independent electric transmission company in the United States. This transformative transaction, structured as a cash and share exchange merger, made Fortis a top-15 North American utility. In...
Chambers Canada 2017 Recognizes Davies as a Leader in 24 Practice Areas
Oct. 12, 2016 – Davies was recognized as one of Canada’s top law firms by Chambers & Partners in Chambers Canada: Canada’s Leading Lawyers for Business . Once again, Davies leads Canada’s 30 largest law firms with the highest percentage of lawyer rankings, as well as the highest percentage of lawyers ranked and...
Oct. 04, 2016 – On September 28, 2016, the federal government introduced Bill C-25 in Parliament, proposing significant amendments to the Canada Business Corporations Act (CBCA) (the Proposed Amendments). If adopted, the Proposed Amendments will impose obligations on reporting issuers (and other distributing...
Couche-Tard Acquiring CST Brands for US$4.4 Billion
Aug. 22, 2016 – Davies represented Alimentation Couche-Tard Inc. (ACT), a leader in the Canadian convenience store industry, in its acquisition of CST Brands, Inc. for US$4.4 billion and its subsequent sale of a portion of CST Brands’ Canadian assets to Parkland Fuel Corporation for US$750 million. The...
Davies Leads in Canadian M&A Transactions for the First Half of 2016
July 13, 2016 – Our relentless focus on helping clients successfully navigate their most complex multijurisdictional M&A transactions has secured Davies a number 1 ranking in Thomson Reuters Global M&A Legal Advisory, First Half 2016. We advised on the highest value of completed M&A deals with any Canadian...
June 30, 2016 – Different Legal Standards Lead to Different Outcomes for Same Proposed Merger On June 28, 2016, Canada’s Competition Bureau announced that it had cleared Superior Plus Corporation’s acquisition of Canexus Corporation despite the Bureau’s conclusion that the transaction “would likely result in...
Davies and 84 of the Firm’s Lawyers Highly Ranked in The Canadian Legal Lexpert Directory 2016
June 23, 2016 – The Canadian Legal Lexpert Directory 2016 has profiled 84 Davies lawyers as leading practitioners, with 32 achieving the highest ranking of Most Frequently Recommended in at least one area of specialization. The firm is also recognized as Most Frequently Recommended in the following eight...
New York Adopts “Delaware Blueprint” for Going-Private Mergers Involving Controlling Stockholders
May 16, 2016 – In In the Matter of Kenneth Cole Productions, Inc. Shareholder Litigation the New York Court of Appeals adopted the business judgment standard of review established by the Delaware Supreme Court in Kahn v. M&F Worldwide Corp. ( MFW ) for going-private mergers involving a controlling...
Davies a Leading Canadian Firm in M&A League Tables for Q1 2016
Apr. 15, 2016 – Davies has the highest average deal value of any Canadian firm in the following categories of Thomson Reuters’ M&A league tables for the first quarter of 2016: Any U.S. Involvement Announced U.S. Target Announced Any Canadian Involvement Announced Any Canadian Involvement Completed...
10 Questions with Patricia Olasker – The Activist Report
Apr. 12, 2016 – In an interview with 13D Monitor’s The Activist Report , Davies partner Patricia Olasker discusses Canadian shareholder activism and corporate governance issues. The wide-ranging conversation covers the advantages and disadvantages of activism in Canada, universal proxies, the controversy over...
IRS Issues Tough New Anti-Inversion Regulations
Apr. 11, 2016 – The U.S. Treasury Department and the Internal Revenue Service (IRS) recently took a major step forward in their fight against inversion transactions by releasing an extensive package of new temporary regulations under section 7874 of the Internal Revenue Code. The new rules will affect pending...
IRS Proposes Broad Limit on Intercompany Debt
Apr. 08, 2016 – The Internal Revenue Service has proposed new regulations that would generally treat intercompany indebtedness in corporate groups with 80% common ownership as equity for U.S. tax purposes. The new restrictions are proposed to be effective for any indebtedness issued on or after April 4, 2016,...
Mediation in Canadian Competition Tribunal Proceeding Leads to Settlement in Merger Challenge
Apr. 04, 2016 – On March 29, 2016, the Canadian Commissioner of Competition and Parkland Fuel Corp. entered into a consent agreement to resolve the Commissioner’s challenge to Parkland’s acquisition of Pioneer Energy. This marks the first time in a Canadian Competition Tribunal proceeding that a consent...
Apr. 01, 2016 – As part of Canada’s Federal Budget that was presented on March 22, 2016, Finance Minister Bill Morneau announced the repeal, effective January 1, 2017, of the existing eligible capital property ( ECP ) tax regime and its merger into the existing depreciable capital property rules. While the new...
Davies Lawyers Continue to Lead in Chambers Global 2016
Mar. 23, 2016 – Davies’ status as a leading Canadian law firm has once again been confirmed by Chambers and Partners in its annual publication, Chambers Global: The World ’ s Leading Lawyers for Business . Davies has the highest percentage of Band 1 lawyer rankings of any Canadian law firm. The 2016 edition...
The American Lawyer Covers Three Recent Davies Deals
Mar. 14, 2016 – Davies is acting in three recent significant deals covered in The American Lawyer : the sale of Shaw Media to Corus Entertainment; McKesson’s acquisition of Rexall and Rexall Pharma Plus; and Couche-Tard’s acquisition of Imperial Oil retail assets in Ontario and Québec. Widely considered the...
Mar. 09, 2016 – Davies acted for Alimentation Couche-Tard Inc. (Couche-Tard), the leader in the Canadian convenience store industry, in connection with its $1. 68-billion acquisition of 279 Esso-branded fuel and convenience sites; 229 of which were located in Ontario and 50 were located in Québec. The acquisition...
McKesson Enters into Agreement to Acquire Rexall for $3 Billion
Mar. 02, 2016 – Davies acted for McKesson Corporation, a leading international healthcare services and information technology company, in connection with its $3-billion acquisition of Rexall and Rexall Pharma Plus, which operate approximately 470 pharmacies in Canada, from Katz Group, one of Canada’s largest...
Canadian Securities Regulators Adopt Changes to Early Warning Rules
Feb. 26, 2016 – The Canadian Securities Administrators (CSA) announced yesterday the adoption of amendments to the early warning rules. The CSA received extensive comments from market participants and industry groups in response to the original proposals, which had been published in March 2013. In response...
Take-over Bid Code Reset: 50-10-105
Feb. 25, 2016 – The Canadian Securities Administrators (CSA) have announced today the final adoption of previously proposed amendments to Canada ’ s take-over bid regime. The new rules are designed to shift the balance of power between target boards and shareholders by extending the minimum bid period to 105...
SEC Rulemaking Developments in 2015
Feb. 22, 2016 – The U.S. Securities and Exchange Commission (SEC) had a busy rulemaking year in 2015. Consistent with the reforms that began in 2012 with the Jumpstart Our Business Startups Act , Congress and the SEC continued their push to improve access to capital across the spectrum of issuers – from small...
Feb. 11, 2016 – On January 26, 2016, the Court of Appeal for Ontario ruled that confidential written undertakings given by a foreign investor to the government of Canada to settle enforcement action under the Investment Canada Act (ICA) were not barred by the ICA from disclosure in unrelated legal proceedings. ...
Fortis Enters into Agreement to Acquire ITC for US$11.3 Billion
Feb. 09, 2016 – Davies acted for Fortis Inc. in connection with its US$11.3-billion acquisition of ITC Holdings Corp., the largest independent electric transmission company in the United States. Fortis is a leader in the North American electric and gas utility business, serving more than three million customers...
Jan. 20, 2016 – In an interview with BNN ’ s The Business News, Davies partner Vincent Mercier considers trends affecting the outlook for mergers and acquisitions (M&A) in Canada for 2016. Vince shared the following observations with host Amber Kanwar: 2015 ’ s strong results are unlikely to continue...
Shaw Communications Enters into Agreement to Sell Shaw Media to Corus Entertainment
Jan. 13, 2016 – Davies acted for Shaw Communications in connection with its sale of Shaw Media to Corus Entertainment for $2. 65 billion. Shaw Media owns Global Television Network and 19 specialty channels including HGTV Canada, Food Network Canada and Showcase. This transaction firmly positioned Shaw as a...
2015 Canadian Public Target M&A Deal Points Study Published by ABA
Jan. 11, 2016 – The Market Trends Subcommittee of the American Bar Association ’ s Mergers and Acquisitions Committee has published its second Canadian Public Target M&A Deal Points Study. Five Davies lawyers participated in the project: Cameron Rusaw led the project as project chair, and Elliot Greenstone...
WIND Mobile Enters into Agreement to Be Acquired by Shaw Communications
Dec. 17, 2015 – Davies acted for WIND Mobile Corp. (WIND) and its shareholders including West Face Capital in connection with Shaw Communications Inc.’s acquisition, by plan of arrangement, of a 100% interest in Mid-Bowline Group Corp. and its wholly owned subsidiary, WIND, for an enterprise value of...
Dec. 17, 2015 – The 2016 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada has placed Davies at the centre of the bull’s eye for corporate transactions relative to firm size in Toronto and Montréal, and for tax in Montréal. Thirty Davies partners are profiled, and the firm has the highest...
Upfront Deal Terms Negotiation Increasing in U.S. Canada Less So – Lexpert
Dec. 10, 2015 – In this Lexpert article that examines how the U.S. trend toward upfront negotiation of acquisition finance terms is less pronounced in Canada , Davies partner Carol Pennycook discusses two situations in which she has observed exceptions: M&A auctions involving more than one bidder and...
Inversion Transactions: IRS Says More Regulations Are Coming
Nov. 25, 2015 – The IRS, in continuing to respond to pressures from Congress and President Obama, issued Notice 2015-79 (Notice) on November 19, 2015, which further restricts so-called inversion transactions under Section 7874 of the Internal Revenue Code. According to the Notice, regulations will be issued...
Davies Recognized as “Simply the Best” in The Legal 500 Canada
Oct. 21, 2015 – The 2016 edition of The Legal 500 Canada has recognized Davies for its “world-class lawyers” and “excellent service levels” with rankings in 14 categories, including Tier 1 rankings in the following: Capital markets Competition and antitrust Corporate and M&A Dispute...
Davies Honoured with Corporate Team of the Year at the Inaugural Chambers Canada Awards
Oct. 01, 2015 – Davies was recognized with Corporate Team of the Year at the inaugural Chambers Canada Awards. The firm was also shortlisted for Competition Team of the Year, Tax Team of the Year and Dispute Resolution Team of the Year. The Chambers Canada Awards were presented on October 1, 2015, at Malaparte,...
Davies Honoured at The American Lawyer’s 2015 Global Legal Awards Gala
Sept. 29, 2015 – Last night, at The American Lawyer ’s 2015 Global Legal Awards gala in New York City, Davies was honoured for the firm’s role in the acquisition of Tim Hortons Inc. by Burger King Worldwide, Inc. and the creation of Restaurant Brands International, which was recognized as Global M&A Deal of the...
Making Deals in the Era of Low Oil – Financial Post, National Post
Sept. 24, 2015 – Davies partner Vince Mercier participated in the annual Legal Post mergers & acquisitions roundtable , discussing M&A trends that emerged in 2015, including the effect of the Canadian dollar and the lower price of oil.
Sept. 21, 2015 – The multijurisdictional disclosure system (MJDS) permits eligible Canadian issuers to publicly offer securities in the United States by using a prospectus that is prepared principally in accordance with Canadian disclosure requirements. The MJDS also enables these issuers to substantially...
Davies Honoured for Americas M&A Tax Deal of the Year at ITR Americas Tax Awards 2015
Sept. 18, 2015 – Last night at the International Tax Review ’s (ITR’s) Americas Tax Awards, Davies was a recipient of the Americas M&A Tax Deal of the Year award in recognition of its work on Burger King Worldwide, Inc.’s acquisition of Tim Hortons Inc. and the creation of Restaurant Brands International. The...
IRS Announces Expanded “No-Rule” Area for Spinoffs
Sept. 16, 2015 – On January 27, 2015, Yahoo Inc. announced its intention to seek an IRS private ruling that would confirm its view that the inclusion of a relatively small active business along with its stake in Alibaba Group Holding Ltd. would meet the “ active business requirement ” for a tax-deferred spinoff...
Art of the Deal: A Whopper of a Deal – Lexpert
Sept. 08, 2015 – In a Lexpert article offering a behind-the-scenes look at Burger King ’ s acquisition of Tim Hortons and the creation of Restaurant Brands International , Davies partners Patricia Olasker and George Addy reveal the long hours and innovative work that went into securing the regulatory...
Davies Recognized by The American Lawyer for Global M&A Deal of the Year: Canada
Aug. 27, 2015 – Davies has been honoured by The American Lawyer ’s 2015 Global Legal Awards for the firm’s role in Burger King Worldwide, Inc.’s acquisition of Tim Hortons Inc. and the creation of Restaurant Brands International, which was recognized as Global M&A Deal of the Year: Canada. Successfully...
Ninety-one Davies Lawyers Recognized by The Best Lawyers in Canada 2016
Aug. 24, 2015 – Ninety-one lawyers from Davies Ward Phillips & Vineberg LLP were selected by their peers for inclusion in The Best Lawyers in Canada 2016 across 33 areas of specialization, with five lawyers named Lawyer of the Year and seven practitioners newly recognized. Best Lawyers awards the Lawyer of the...
Barrick Enters into an Agreement to Sell 50% of Zaldívar Mine to Antofagasta Plc
July 31, 2015 – Davies acted for Barrick Gold Corporation in connection with its $1. 005-billion sale of a 50% interest in the Zaldívar copper mine in Chile to Chile-based Antofagasta Plc. With this agreement, Barrick formed a new joint venture partnership with Antofagasta, one of the world’s leading copper...
Stericycle, Inc., to Acquire Shred-it International for US$2.3 Billion
July 23, 2015 – Davies acted as Canadian counsel for Stericycle, Inc., in its acquisition of Shred-it International, a Canadian-based global secure information destruction services provider, for US$2.3 billion in cash. Stericycle, Inc., a U.S. -based company operating in 13 countries, focuses on compliance and...
Davies and 81 of the Firm’s Lawyers Highly Ranked in The Canadian Legal Lexpert Directory 2015
June 26, 2015 – The Canadian Legal Lexpert Directory 2015 profiled 81 Davies lawyers as leading practitioners, with 29 achieving the highest ranking of Most Frequently Recommended in at least one area of specialization. The firm was also recognized as Most Frequently Recommended in the following eight...
Leading-Edge Practices in Subsidiary Governance
June 17, 2015 – At a recent presentation at the Davies Academy for Continuing Professional Development, Davies partner Luis Sarabia and Davies affiliated scholar Poonam Puri discussed recent legal proceedings in which courts have been asked to hold parent companies directly liable in negligence for the actions of...
Barrick Divests Cowal Mine and Partners with China’s Zijin Mining Group
May 26, 2015 – Davies acted for Barrick Gold Corporation in connection with a strategic divestiture and a landmark strategic partnership: US$550-million sale of Barrick’s 100% interest in the Cowal gold mine in New South Wales, Australia, to Evolution Mining Limited; and US$298-million sale to China’s...
Pétroles Global: Calculating Fines Imposed on Corporations
May 04, 2015 – When an organization – including a corporation, a company or a partnership – is found guilty of a criminal offence, section 718. 21 of the Criminal Code requires a court to take a number of factors into consideration when determining the fine, including: any profits realized as a result of...
No End in Sight to Deal Frenzy as Cheap Money, Confidence Propel M&A – Financial Post, National Post
Apr. 10, 2015 – In an article that tracks the surge in the value of deal making this year, Davies partner Vince Mercier notes that this upward trend is commensurate with the improved global economic outlook, particularly in the United States.
50-10-120: A New Code for Hostile Bids
Mar. 31, 2015 – Please note: An updated and more comprehensive discussion of this topic is available in Canadian Securities Regulators Chart New Course for Regulation of Hostile Take-over Bids . The Canadian Securities Administrators (CSA) published today for comment proposed rules to implement previously...
Canadian Government Announces Changes to Foreign Investment Review Regime
Mar. 26, 2015 – On March 25, 2015, the Canadian government announced that it would implement long-awaited changes to Canada’s foreign investment review regime under the Investment Canada Act (ICA). These changes will significantly alter the threshold used in most transactions to determine whether foreign...
To Buy or Not to Buy: Dealing with a Target’s Bonds
Mar. 20, 2015 – When acquiring a Canadian public company, there is no one-size-fits-all approach to dealing with its outstanding bonds. Generally speaking, the decision whether to repurchase the target’s bonds is not entirely within an acquirer’s control. Corporate bonds – whether Canadian or U.S. – typically...
Davies Continues as a Leader in Chambers Global 2015
Mar. 18, 2015 – Davies Ward Phillips & Vineberg LLP has again been recognized as one of Canada’s leading law firms by Chambers and Partners in its 2015 annual publication, Chambers Global: The World’s Leading Lawyers for Business . Davies has the highest percentage of lawyer rankings as well as the highest...
Supreme Court of Canada Allows Challenged Merger to Proceed on Efficiency Grounds
Jan. 23, 2015 – On January 22, 2015, the Supreme Court of Canada (SCC) reversed a decision of the Federal Court of Appeal (FCA) that had dismissed an appeal from an order of the Competition Tribunal (Tribunal) requiring Tervita Corporation 1 to divest the Babkirk hazardous waste landfill site following its...
Activities of Fund Manager Cause Fund to Be Engaged in U.S. Trade or Business
Jan. 16, 2015 – The United States taxes non-residents on income that is considered “ effectively connected ” to a trade or business carried on in the United States. Canada and most other countries adopt a similar approach. But pursuant to a safe harbour provided in the U.S. Code, trading in stocks and...
Davies Named in Two Deals in the 2014 IFLR Deal Yearbook 100
Jan. 15, 2015 – Davies is featured in the inaugural edition of the International Financial Law Review’s Deal Yearbook 100 , which describes two deals involving Davies. In the Hudbay Minerals’ C$55-million unsolicited takeover of Augusta Resource Corporation, Davies represented Augusta Resource, in a deal that...
Jan. 13, 2015 – The 2015 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada profiled 27 Davies lawyers and named the firm the leading corporate transactions firm in Toronto. As well, Lexpert ranked the Toronto office at the centre of the bull’s eye for corporate law and corporate transactions...
Lexpert Magazine Recognizes Davies in Six of the Top 10 Deals of 2014, Including Deal of the Year
Jan. 13, 2015 – Davies was recognized as a significant player in six of the top 10 Canadian corporate deals of 2014, including Deal of the Year, in Lexpert Magazine ’s January 2015 issue. The firm was also recognized for one of the top 10 business cases of 2014. Lexpert ’s Top 10 Deals of the Year list is...
