“A tremendously capable litigator, and so meticulous and thorough. She has a strong relationship with our board and has a good strategic focus.”
Client – Chambers Canada 2022
Andrea specializes in a broad range of complex business disputes and corporate litigation. She is a trusted adviser to leading Canadian and international public and private companies, including those in the mining and telecommunications sectors. She acts for clients before all levels of court and various administrative tribunals as well as in private arbitrations and mediations. Companies navigating high-stakes multijurisdictional disputes frequently call on her to efficiently coordinate counsel and strategy across jurisdictions.
Clients value Andrea for being “a thoughtful, decisive and strategic thinker” who is “also pragmatic, keeping her eye on the end game.” (Chambers Canada 2019)
Andrea also has extensive experience in securities-related litigation and law, including securities class actions, oppression proceedings and enforcement and contested transaction matters. She is currently serving a two-year term as a part-time adjudicator for the newly formed Capital Markets Tribunal, an independent adjudicative division of the Ontario Securities Commission.
Andrea is a former Director of The Advocates’ Society, a former past chair of many of its committees and task forces, and a past President of the University of Toronto Law Alumni Association. She is a member of the Ontario Superior Court’s Commercial List Users’ Committee, a former member of the Ontario Securities Commission’s Securities Proceedings Advisory Committee and a former adjunct professor at the University of Toronto Faculty of Law.
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McKesson Corporation and McKesson Canada Corporation
Acting for McKesson Corporation and McKesson Canada Corporation to defend a high-profile proposed class action brought by the Province of British Columbia on behalf of all Canadian provincial governments, as well as the Federal government, against manufacturers and distributors of opioids seeking to recover health care costs related to the opioid crisis. Also acting for McKesson in additional opioid-related proposed class actions.
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OMERS Administration Corp and OMERS Private Equity Inc.
Acting for OMERS Administration Corp and OMERS Private Equity Inc. in a $65-million lawsuit filed by a former employee, Tim Patterson, who is alleging, among other things, breach of a long-term compensation plan and related wrongful dismissal.
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Respondent
Acted for a client in an Ontario Securities Commission enforcement investigation and enforcement proceeding against Solar Income Fund Inc. and various individuals. The investigation and enforcement proceeding related to multiple alleged breaches of the Securities Act (Ontario) in connection with an exempt market fund, including misleading investors, misrepresenting financial positions and fraud.
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Hydro One Inc.
Acted for Hydro One Inc. in the defence of a high-profile employment-related claim advanced in the context of governance changes at Hydro One following the 2018 Ontario Provincial Government election.
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A long-term shareholder of BlackBerry Limited
Acted for a long-term shareholder in BlackBerry Limited, in engaging with staff of the TSX and OSC regarding requiring shareholder approval of BlackBerry's September 2020 recapitalization. Successful in having BlackBerry provide additional public disclosure and compelling BlackBerry to amend the transaction terms.
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McKesson Canada Corporation and McKesson Corporation
Acted for McKesson Canada Corporation and McKesson Corporation in a $200-million contractual indemnity claim arising out of the purchase of the Rexall Pharmacy Business and tort claims for alleged fraudulent misrepresentations in contract negotiation.
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Defendants
Acted for a number of offerors, directors and officers in defence of a one-billion dollar securities class action proceeding arising out of the successful joint takeover bid for Baffinland Iron Mines Corporation by Nunavut Iron Ore Acquisition Inc. and ArcelorMittal S.A. The claim alleges takeover bid circular misrepresentations and breach of insider trading provisions under the Securities Act (Ontario) as well as other Canadian securities legislation.
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Barrick Gold Corporation
Acting for Barrick Gold Corporation in international tort litigation in courts in the United States and the Republic of the Philippines.
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Newmont Mining Corporation (now known as Newmont Goldcorp Corporation) and other defendants
Acting for Newmont Mining Corporation (now known as Newmont Goldcorp Corporation) and other defendants in this action for fraudulent and negligent misrepresentation, which is alleged to have induced the plaintiff to enter into a plan of arrangement transaction by which the plaintiff exchanged shares in a gold mining company for shares in a uranium mining company.
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BTIG, LLC
Acting for BTIG, LLC in proceedings in multiple jurisdictions to recover against parties involved in securities fraud, including in proceedings designed to enforce an arbitral award and judgments in circumstances where assets have been moved off-shore and made subject to asset protection trusts.
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Confidential Client
Advising and assisting a whistleblower to make a detailed confidential/anonymous whistleblower submission to the Ontario Securities Commission under the OSC's Whistleblower Program in respect of securities fraud and misleading disclosure in the exempt market.
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Audit Committee of a public company
Acted for the audit committee of a public company in connection with an external investigation into employee malfeasance and company controls issues in relation to fraudulent inventory record-keeping.
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Shaw Communications Inc.
Acted successfully for Shaw Communications Inc. In the Matter of an Application by The Catalyst Capital Group Inc., the first case in which the Ontario Securities Commission has denied standing to a party to commence an application under the "public interest" jurisdiction of the Ontario Securities Act.
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Samsung Renewable Energy Inc. and Pattern Renewable Holdings Canada ULC
Represented wind power developers (Samsung Renewable Energy Inc. and Pattern Renewable Holdings Canada ULC) in an appeal before the Environmental Review Tribunal.
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Canadian corporation
Acted for a significant Canadian corporation in achieving an early and successful confidential resolution of personal claims against one of its senior executives.
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Canadian Real Estate Association
Acted successfully for the Canadian Real Estate Association before the Competition Tribunal in a motion against the Commissioner of Competition to resolve a dispute with respect to the interpretation of a consent agreement and CREA's implementation of policies regarding the display of seller contact information and references to private sales.
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Caribbean Securities Exchange Commission
Advised a Caribbean securities exchange commission on the conduct of a securities enforcement investigation and assisted with the conduct of the investigation.
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JANA Partners LLC
Acted for JANA Partners LLC in connection with its proxy campaign with respect to Agrium Inc. at the company's 2013 annual general meeting.
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Bruce Walter
Acted for Bruce Walter, a senior Canadian mining executive, in defending successfully enforcement proceedings brought against him by Staff of the Ontario Securities Commission in connection with a takeover bid for a public mining company. Every allegation made against Mr. Walter was rejected by the Ontario Securities Commission following a lengthy trial.
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MI Developments, Inc.
Acted for MI Developments, Inc. (MID) in its successful defence of applications made by minority shareholders of MID to the Ontario Securities Commission by seeking orders denying MID the use of various securities law exemptions and seeking to require MID to obtain minority shareholder approval before proceeding with proposed related party transactions with Magna Entertainment Corp.
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Bell Canada
Acted for Bell Canada in successfully having an arbitration seeking over $100 million in damages struck out on the basis that the claimant partnership had ceased to exist and the arbitration was therefore a nullity.
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MAG Silver Corp.
Acted for MAG Silver Corp. in its successful defence of a proposed $350-million hostile insider takeover ("lowball" or "takeunder") bid by Fresnillo plc. Because the bid was to be made by an insider, there was a requirement to obtain an independent valuation of MAG. Fresnillo plc refused to provide to the independent valuator information concerning its wholly owned mining assets that were adjacent to and surrounding mining assets in which MAG has an interest. MAG launched an application to the Ontario Securities Commission for an order requiring Fresnillo plc to disclose the required information relating to its wholly owned assets. Fresnillo plc abandoned its takeover following an adverse preliminary ruling by the OSC requiring it to produce documents relevant to the question of whether the requested information existed or not.
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HudBay Minerals Inc.
Acted for Jaguar Financial Corporation, a shareholder of HudBay Minerals Inc., in its successful and precedent-setting application to the Ontario Securities Commission to set aside a decision of the Listing Committee of the Toronto Stock Exchange and compel HudBay to obtain shareholder approval in respect of HudBay's proposed $550-million acquisition of Lundin Mining Corporation. This case led to the termination of the proposed transaction and ultimately to the removal from office of members of the Board of Directors of HudBay.
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Barrick Gold Corporation
Acted for Barrick Gold Corporation in libel proceedings against Les Éditions Écosociété Inc. claiming compensatory, moral and punitive damages.
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Dr. Bernard Sherman
Acted as counsel for Dr. Bernard Sherman of Apotex in copyright infringement litigation in the Federal Court.
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Bell ExpressVu Limited Partnership, Astral Media Inc., Alliance Atlantic Communications Inc.
Acted for Bell ExpressVu Limited Partnership, Astral Media Inc. and Alliance Atlantic Communications Inc. by intervening in an application challenging the constitutional validity of provisions of the Radiocommunication Act concerning the decoding of encrypted direct-to-home satellite television signals, and acted for the plaintiffs in a Federal Court action against persons alleged to be engaged in "grey"/"black" marketing of decryption devices.
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Pacifica Papers Inc.
Acted for Pacifica Papers Inc. in connection with a contested plan of arrangement and oppression remedy case against Pacifica Papers by its largest shareholder in the British Columbia Supreme Court and Court of Appeal.
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DaimlerChrysler Canada Inc.
Acted for DaimlerChrysler Canada Inc. in litigation against National Trust for alleged breaches of trust, breaches of fiduciary obligations and breaches of the Pensions Benefits Act in connection with National Trust's role as trustee of the various DaimlerChrysler pension funds.
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Ontario Lottery and Gaming Corporation (OLG)
Acted for Ontario Lottery and Gaming Corporation ("OLG") in the Mnjikaning or Rama First Nation claim that pursuant to a contract between it and OLG and the Crown it was entitled to receive 35% of the net revenues of Casino Rama in perpetuity. By agreement with the other First Nations, Rama received 35% of the net revenues for the first 5 years (1996-2001). Also acted for OLG in a parallel proceeding involving a claim by Ontario First Nations to 20% of the gross revenues of Casino Rama.
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Strait Crossing Joint Venture
Acted for Strait Crossing Joint Venture in a dispute arising out of the conversion of a heavy lifting vessel in connection with the construction of the Confederation Bridge.
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Internet Corporation for Assigned Names and Numbers (ICANN)
Acted for the Internet Corporation for Assigned Names and Numbers ("ICANN") in an action regarding its establishment of a new service to be offered in connection with Internet domain name registration.
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MMFX Technologies Corporation
Acted for MMFX Technologies Corporation in the Companies' Creditors Arrangement Act proceedings of its Canadian subsidiaries and the sale of Canadian assets to its secured lender.
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Canadian Pacific Express & Transport Ltd.
Acted for Canadian Pacific Express & Transport Ltd. in its defence of claims under several leases for contamination at a former terminal facility in Ontario.
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Northern Telecom Ltd.
Acted for Northern Telecom Ltd. before the Court of Appeal for Ontario in Fecht v Deloitte & Touche, the leading Ontario case on letters rogatory.
Speaking Engagement
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Co-chair, The Advocates’ Society, Summer Trial Advocacy College Program; Webcast
June 10, 2021
Bulletin
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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...
Speaking Engagement
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Co-chair, The Advocates’ Society Fall Convention 2019, “Advocacy in Progress”; Nassau, The Bahamas; Nov. 8 & 9, 2019
Nov. 08, 2019
Speaking Engagement
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Skills instructor, The Advocates’ Society Skills Certification Program: Evidence for Litigators; Toronto, ON
Oct. 16, 2019
Speaking Engagement
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Speaker, Osgoode Professional Development, Business Law LLM Program, “The Board’s Role When There Are Allegations of Regulatory or Criminal Misconduct”; Toronto, ON
Apr. 24, 2019
Speaking Engagement
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Chair and skills instructor, The Advocates’ Society, course, “Negotiation Strategies for Litigators”
Apr. 16, 2019
Speaking Engagement
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Speaker, The Advocates’ Society, Leadership Skills for Litigators, “Building Effective Teams: Motivating and Engaging Your Team”; Toronto, ON
Mar. 29, 2019
Speaking Engagement
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Co-chair, The Advocates’ Society, “Leading Your Case: Opening Statements and Examination-in-Chief”
Dec. 07, 2018
Speaking Engagement
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Skills Instructor, The Advocates’ Society, Civil Litigation Skills Certificate Program, “Evidence for Litigators”; Toronto, ON
Nov. 29, 2018
Speaking Engagement
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Mentor, The Advocates’ Society, Fall Forum, “The Litigator of the Future”
Oct. 19, 2018
Speaking Engagement
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Guest Lecturer, Osgoode Hall Law School, Osgoode Professional Development Business Law LLM, Boards of Directors course: “The Board’s Role When There are Allegations of Regulatory or Criminal Misconduct”; Annual
Sept. 14, 2018
Speaking Engagement
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Speaker and skills demonstrator, The Advocates’ Society, “Costs Submissions Advocacy – Practical Tips for Arguing and Opposing Costs Submissions”
May 15, 2018
Speaking Engagement
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Speaker, Law Society of Ontario, “A Lawyer’s Guide to Powerful Pleadings: Considering Your Client's Interests and the Elements of the Case”
Jan. 16, 2018
Speaking Engagement
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Skills Instructor, The Advocates’ Society, “Understanding Financial Statements: A Litigator’s Guide to Persuading with Numbers”
Dec. 11, 2017
Speaking Engagement
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Skills Instructor, The Advocates’ Society, “Evidence for Litigators”
Nov. 22, 2017
Speaking Engagement
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Speaker, The Conference Board of Canada, Corporate Ethics Management Council, “What to do when the OSC comes knocking”
Nov. 07, 2017
Speaking Engagement
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Speaker, UIA International Association of Lawyers, 61st Congress International Sale of Goods Congress, “A Canadian Perspective: The Convention on Contracts for the International Sale of Goods (CISG)” and “International Commercial Arbitration in Canada”
Oct. 28, 2017
Speaking Engagement
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Speaker, The Advocates’ Society 7th Annual Securities Symposium: “Limited Waiver of Privilege and Limiting the Scope of Any waiver of Privilege in OSC Investigations and Enforcement Proceedings”
Sept. 11, 2017
Speaking Engagement
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Guest Lecturer, Osgoode Hall Law School, Osgoode Professional Development Business Law LLM, Boards of Directors course: “The Board’s Role When There are Allegations of Regulatory or Criminal Misconduct”
Sept. 07, 2017
Bulletin
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When the OSC Comes Knocking
Aug. 15, 2017 - The OSC’s 2017 regulatory enforcement proceedings against Home Capital Group Inc. (TSX:HCG) and three of its executives were the result of a lengthy, extensive and highly confidential investigation. If the OSC decided to target your company, would your team know what to do? A version of this...
Speaking Engagement
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Co-chair, The Advocates’ Society, Privilege: A Litigator’s Guide, “Navigating Solicitor‐Client and Litigation Privilege”
June 20, 2017
Bulletin
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The Other Shoe Drops: The Private Right of Action Under CASL
Apr. 26, 2017 - The bulk of Canada’s anti-spam law, known colloquially as CASL, came into force on July 1, 2014. CASL sets out strict rules for a variety of online behaviours and is considered the strictest anti-spam law in the world, providing for administrative monetary penalties (AMPs) of up to $1 million for...
Speaking Engagement
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Speaker, The Advocates’ Society, course, “Preparing Winning Court Documents”
Mar. 23, 2017
Speaking Engagement
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Speaker, The Advocates’ Society, “Understanding Financial Statements”
June 03, 2016
Speaking Engagement
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Co-chair and skills instructor, The Advocates’ Society, course, “Negotiation Strategies for Litigators”
Apr. 25, 2016
Speaking Engagement
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Speaker, The Advocates’ Society, “2016 Courthouse Series: Discovery Skills Win at Trial”
Feb. 23, 2016
Bulletin
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Blowing the Whistle on the Whistleblower Program
May 08, 2015 - Davies has submitted a letter to the Ontario Securities Commission (OSC) commenting on Staff’s framework for a proposed Whistleblower Program. The Whistleblower Program would be the first of its kind for Canadian securities regulators and only the second whistleblower program in Canada to offer a...
Speaking Engagement
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Skills Instructor, The Advocates’ Society, “Ready Set Litigate”
Feb. 25, 2014
Speaking Engagement
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Speaker, The Law Society of Upper Canada, webcast, “Conflicts of Interest in Your Civil Litigation Practice”
Feb. 24, 2014
Speaking Engagement
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Skills instructor, The Advocates’ Society, Civil Litigation Skills Certificate Program, “Leading Your Case: Opening Statements and Examination-in-chief”
Dec. 10, 2013
Speaking Engagement
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Co-chair, The Advocates’ Society, “Advanced Negotiation Strategies for Lawyers”
Nov. 05, 2013
Speaking Engagement
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Speaker, The Advocates’ Society, “Mastering Winning Discoveries”
Oct. 08, 2013
Speaking Engagement
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Speaker, The Law Society of Upper Canada, The Twelve Minute Civil Litigator “The Bright Line Rule Revisited: The Supreme Court of Canada’s Latest on Conflicts of Interest and Duty of Loyalty (Canadian National Railway Co. v. McKercher LLP)”
Sept. 20, 2013
Speaking Engagement
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Speaker, Osgoode Hall Law School, 6th Annual M&A Skills Boot Camp, “Corporate Governance Matters and Regulatory Update”
Apr. 18, 2013
Speaking Engagement
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Skills Instructor, The Advocates’ Society, “Evidence for Litigators”
Nov. 06, 2012
Speaking Engagement
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Skills Instructor, The Advocates’ Society, “Cross-Examination: Strategies for Success”
Jan. 20, 2012
Speaking Engagement
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Speaker, The Law Society of Upper Canada, “Conflicts of Interest in Your Civil Litigation Practice”
June 14, 2011