Clients rely on Charles for strategic thinking and creative solutions, informed by enforcement agency experience and an expert knowledge of competition law.
Charles advises on Canadian competition and foreign investment review law, including mergers, abuse of dominance, cartel investigations, misleading advertising and general compliance matters.
He has significant expertise in securing competition and foreign investment approvals for complex M&A transactions. Charles also assists clients in major competition litigation and in negotiating resolutions with the Competition Bureau.
Charles brings a unique understanding of enforcement agency concerns to his clients’ matters. Before rejoining us in 2012, he was Deputy General Counsel of the New Zealand Commerce Commission, where he managed the Commission’s major litigation portfolio and acted as counsel in a variety of complex competition proceedings.
Charles is actively involved in the leadership of the Canadian Bar Association, including as chair of the Mergers Committee and chair of the CBA’s 2016 Spring Competition Law Conference. He is a board member of the children’s charity Ready, Set, Play.
Acted as Canadian counsel to Reckitt Benckiser, a global consumer health and hygiene company, on competition and regulatory matters in connection with its US$17.9-billion acquisition of U.S.-listed Mead Johnson Nutrition Company, a global leader in pediatric nutrition.
Acted for PSP Investments in its strategic initiatives with Pattern Energy Group Inc., including (i) the acquisition of a 9.9% interest in Pattern Energy; (ii) the joint venture between PSP and Pattern Energy to co-invest in various renewable projects; (iii) the joint acquisition with Pattern Energy of a 51% and 49% interest, respectively, in the 179 MW Meikle wind project in British Columbia and the 143 MW Mont Sainte-Marguerite wind project in Québec; and (iv) the acquisition of 49% of the Class B interests held by Pattern in the Panhandle 2 wind project in Texas.
Alimentation Couche-Tard Inc.
Acted for Alimentation Couche-Tard Inc. in connection with (1) its acquisition of, by way of merger, the Texas-based gas-and-convenience-store chain CST Brands, Inc., valued at approximately US$4.4 billion; and (2) Alimentation Couche-Tard Inc.'s subsequent sale of a portion of CST Brands, Inc.'s Canadian assets to Parkland Fuel Corporation for approximately US$750 million, subject to adjustments.
Novacap Industries III, L.P.
Acted for Novacap Industries III, L.P. in connection with the sale to Arlon Capital Partners of its interest in Idaho Pacific Holdings, Inc. and AgraWest Foods Ltd., manufacturers of dehydrated potato products.
La Coop fédérée
Acted for La Coop fédérée in connection with the combination of its Sonic division with Groupe Filgo for the purpose of merging their energy products distribution activities and their service stations operations.
United Technologies Corporation (UTC)
Acted as Canadian counsel to United Technologies Corporation (UTC) on competition and regulatory matters in connection with the US$9-billion sale of Sikorsky Aircraft Corporation to Lockheed Martin Corporation.
Canadian Real Estate Association
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.
H.J. Heinz Company
Acted for H.J. Heinz Company with respect to Canadian regulatory matters in connection with its acquisition of Kraft Foods Group, Inc., to create one of the world's largest food and beverage companies with combined sales of approximately US$28 billion.
Acted for Staples, Inc. with respect to Canadian regulatory matters in connection with its proposed $6.3-billion acquisition of Office Depot, Inc.
Burger King Worldwide, Inc.
Acted for Burger King Worldwide, Inc. in connection with its acquisition of Tim Hortons Inc. for approximately US$12.5 billion, the related financing, which involved a US$3-billion preferred equity investment from Berkshire Hathaway Inc., a secured US$7.25-billion credit facility and a private placement of US$2.25 billion of second lien secured notes, and an associated tender offer for Tim Hortons' outstanding US$1.2 billion of debt securities. This transaction resulted in the creation of Restaurant Brands International, a new global company headquartered in Canada, and the third-largest quick service restaurant in the world with approximately US$23 billion in system sales and over 18,000 restaurants in 100 countries. The transaction was recognized as Global M&A Deal of the Year: Canada by The American Lawyer's 2015 Global Legal Awards.
Investment Canada Act: Guide for Foreign Investors in Canada, 2017 Edition
Sept. 21, 2017 - 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...
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 business...
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...
Canadian Competition Tribunal Adopts Effects-Based Jurisdiction for Reviewable Conduct
July 26, 2017 - On July 24, 2017, the Canadian Competition Tribunal dismissed a jurisdictional challenge by HarperCollins to an application by the Commissioner of Competition for an order prohibiting the implementation of an alleged agreement between HarperCollins and several other e-book publishers. The ...
Top Competition and Foreign Investment Review Trends and Issues for 2017
Jan. 20, 2017 - In our annual forecast of the year ahead for Canadian competition and foreign investment review law, we evaluate how developments in 2016 will influence these areas of the law in 2017. We discuss below the top issues and trends to watch for this year. Liberalization of Canada’s Foreign Investment...
Canada Removes Another Brick in the Wall: Government Consents to Revisit Negative National Security Ruling
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);...
Chair, Canada Bar Association, Competition Law Fall Conference, “The Trouble with TREB: Lessons Learned and the Future of Abuse of Dominance in Canada” Panel Session
Oct. 06, 2016
Chemical Reaction: Canada and United States Differ on Industrial Review
Aug. 03, 2016 - Over the years, Canada’s Competition Bureau (Bureau) has developed a close working relationship with its counterpart agencies in the United States, the Federal Trade Commission (FTC) and the Antitrust Division of the U.S. Department of Justice (DOJ) as agency coordination can lead to consistent...
Investment Canada Act: Guide for Foreign Investors in Canada, 2016 Edition
June 08, 2016 - The regulatory landscape for foreign investments in Canada is constantly evolving. As a regular adviser on matters relating to the ICA, Davies has updated this informative guide for foreign investors and their advisers, which provides an overview of the ICA and how it is applied. Topics addressed...
Investment Canada Act: Guide for Foreign Investors in Canada, 2016 Edition (Chinese)
June 08, 2016 - Download our guide.
GCR 100 Canada: A Guide to the World’s Leading Competition Law and Economics Practices—Competition and Foreign Investment Review
The Best Lawyers in Canada—Advertising and Marketing Law; Competition/Antitrust Law
Who’s Who Legal and Global Competition Review’s Who’s Who Legal: Competition – Future Leaders 2017
Expert Guides—Competition and Antitrust