Davies

Andrea L. Burke

Andrea Burke is a partner in the Litigation practice. She specializes in civil litigation with an emphasis on business disputes and corporate and commercial litigation. She has significant expertise in securities cases, including enforcement and contested transaction matters before the Ontario Securities Commission, as well as securities class actions. She also has substantial mining experience and has acted as counsel to several mining companies.

As counsel for public and private corporations, Andrea has appeared before the Ontario Superior Court of Justice, the Ontario Court of Appeal, the British Columbia Supreme Court and Court of Appeal and both the trial and appellate levels of the Federal Court of Canada in a variety of matters, including shareholder and oppression remedy actions, contractual disputes, and environmental, insolvency, securities and constitutional matters. She also acts as counsel in private arbitrations and mediations.

In addition to representing clients in public litigation in Canadian courts and tribunals, Andrea has a proven track record of assisting clients in navigating complex, high-stakes multijurisdictional disputes involving many stakeholders. Her work involves coordinating counsel and strategy across jurisdictions, as well as negotiating and structuring complex settlement arrangements.

Representative Work

  • Acting for Newmont Mining 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.

  • Acting 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.

  • 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.

  • Represented wind power developers (Samsung Renewable Energy Inc. and Pattern Renewable Holdings Canada ULC) in an appeal before the Environmental Review Tribunal.

  • Acting for a significant Canadian corporation in achieving an early and successful confidential resolution of personal claims against one of its senior executives.

  • Acted successfully for the Canadian Real Estate Association before the Competition Tribunal in a 2014 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.

  • Advised a Caribbean securities exchange commission on the conduct of a securities enforcement investigation and assisted with the conduct of the investigation.

  • Acting for Barrick Gold Corporation in international tort litigation in courts in the United States and the Republic of the Philippines.

  • Acting 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.

  • Acted for JANA Partners LLC in connection with its proxy campaign with respect to Agrium Inc. at the company's 2013 annual general meeting.

  • 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.

  • Acted for Nunavut Iron Ore Acquisition Inc. and The Energy and Minerals Group in takeover bid proceedings at the Ontario Securities Commission in connection with their unsolicited takeover bid for Baffinland Iron Mines Corporation, and their subsequent successful joint bid with ArcelorMittal, in a transaction valued at $590 million. Nunavut succeeded in its efforts to cease trade the Shareholders Rights Plan of Baffinland, and as a result was able to proceed with its unsolicited bid.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • Acted as counsel for Dr. Bernard Sherman of Apotex in copyright infringement litigation in the Federal Court.

  • 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.

  • Acted for Pacifica Papers Inc. in connection with a contested plan of arrangement and oppression remedy case against Pacifica Papers by its largest shareholder.

  • 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.

  • 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.

  • 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.

  • 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.

  • Acted for the Board of Directors of Zarlink Semiconductor Inc. in connection with the $635-million acquisition of Zarlink by Microsemi Corporation.

  • Acted for Pharmascience Inc. in the defence of an action challenging the legality (on various grounds, including alleged violations of the Competition Act) of the so-called "pseudogeneric" or "ultrageneric" drug market.

  • 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.

  • Acted for Canadian Pacific Express & Transport Ltd. in its defence of claims under several leases for contamination at a former terminal facility in Ontario.

  • Acted for Northern Telecom Ltd. before the Court of Appeal for Ontario in Fecht v. Deloitte & Touche, the leading Ontario case on letters rogatory.

View All

Recognition

Return to profile

  • Recognized in Chambers Global: The World's Leading Lawyers for Business and Chambers Canada in Dispute Resolution: Ontario.
  • Recognized in Benchmark Canada: The Definitive Guide to Canada's Leading Litigation Firms & Attorneys as a Litigation Star in Commercial and Securities Litigation.
  • Recognized in The Best Lawyers in Canada as a leading practitioner in Corporate and Commercial Litigation.
  • Recognized in the ROB/Lexpert Special Edition Canada's Leading Litigation Lawyers and in The Canadian Legal Lexpert Directory as a repeatedly recommended leading lawyer in the areas of Litigation–Securities and Litigation–Corporate/Commercial.

Professional Affiliations

Return to profile

Canadian Bar Association

The Advocates' Society

Ontario Bar Association

Board Memberships

Return to profile

Community Involvement

Return to profile

  • Member of the Ontario Securities Commission’s Securities Proceedings Advisory Committee
  • Community volunteer, Cabbagetown Heritage Conservation District Committee
  • Secretary, University of Toronto Law Alumni Association Council
  • Member of Grants Committee, Winchester Public School SAC

Teaching Engagements

Return to profile

Andrea has been a guest instructor at the Intensive Trial Advocacy Course at Osgoode Hall Law School and regularly teaches at The Advocates’ Society programs.

Speaking Engagements

Return to profile

Andrea is a speaker and presenter at numerous legal conferences and seminars.

Articles and Publications

Return to profile

Andrea Burke
Andrea Burke
Partner
Office:
Toronto
Tel:
416.367.6908
Email:
aburke@dwpv.com
Bar Admissions:

Ontario, 1996

Education:

University of Toronto, LL.B. (with Honours), 1994

McGill University, B.Comm. (Joint Honours, Economics/Finance), 1991