Davies

Jim Dinning

Jim Dinning is a partner in the Competition & Foreign Investment Review and Technology practices. He has gained experience in a variety of areas, including mergers, cartel and abuse of dominance investigations, foreign investment review, broadcasting and telecommunications law and misleading advertising matters.

Jim has advised clients in a range of industries, including natural resources, telecommunications, consumer products, financial services and retail.

Representative Work

  • 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 privately owned enterprises.

  • Acted as Canadian counsel to Apollo Global Management LLC on competition and regulatory matters in connection with Apollo's US$7-billion acquisition of electronic security company ADT Corp.

  • Acted for Shaw Communications Inc. in connection with its sale of Shaw Media Inc. to Corus Entertainment Inc. for $2.65 billion. Shaw Media is the owner of the Global Television Network and 19 specialty channels including HGTV Canada, Food Network Canada and Showcase. Davies acted for Shaw in 2010 on the purchase of these assets from CanWest Global Communications for $2 billion. The proceeds from this sale were used to finance Shaw's acquisition of WIND Mobile for $1.6 billion. Davies acted for WIND Mobile.

  • Acted as Canadian counsel to Pfizer Inc. on competition and regulatory matters in connection with Pfizer's proposed US$160-billion acquisition of Allergan Plc.

  • Acted as Canadian counsel to Teva Pharmaceutical Industries Ltd. on competition and regulatory matters in connection with Teva's US$40.5-billion acquisition of Allergan Plc's generic pharmaceuticals business.

  • 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 and related joint venture arrangements.

  • Acted for Fortis Inc. and Fortis Properties Corporation (FPC) in connection with the sale by FPC of its hotel portfolio to a private investor group for $365 million. The hotel portfolio is comprised of 22 hotels located in seven Canadian provinces.

  • Acted for Fortis Inc. (Fortis) and Fortis Properties Corporation (FPC) in connection with the sale by FPC of its commercial real estate portfolio to Slate Office REIT for $430 million.  The portfolio comprises 2.8 million square feet of leasable space located in Newfoundland, New Brunswick and Nova Scotia and includes the Delta Brunswick hotel in Saint John.  Davies also acted for Fortis in connection with its related $35 million investment in trust units of Slate Office REIT.

  • Acted for Alfa S.A.B. de C.V. in connection with its proposed acquisition, with Harbour Energy Ltd., of all of the outstanding common shares of Pacific Rubiales Energy Corp. for an all-cash purchase price of approximately $1.7 billion, plus the assumption of approximately $5 billion in debt. The acquisition was structured as a plan of arrangement under the Business Corporations Act (British Columbia).

  • Acted as Canadian counsel to Actavis plc on competition and regulatory matters in connection with its US$66 billion acquisition of Allergan, Inc.

  • Acted as Canadian counsel to Pfizer Inc. on competition and regulatory matters in connection with its $17-billion acquisition of Hospira Inc., a leading provider of injectable drugs, infusion technologies and biosimilars.

  • Acted for Staples, Inc. with respect to Canadian regulatory matters in connection with its proposed $6.3-billion acquisition of Office Depot, Inc.

  • Acted as Canadian counsel to ZF Friedrichshafen AG on competition and other regulatory matters in its acquisition of TRW Automotive Holdings Corp. for approximately US$12.1 billion.

  • Acted for Apollo Global Management, LLC and Jupiter Resources Inc. (a portfolio company of funds managed by affiliates of Apollo) on competition and foreign investment matters in Jupiter's proposed acquisition of the Bighorn area properties and related assets from Encana Corporation for a purchase price of approximately $2 billion.

  • Acted for TransForce Inc. with respect to competition and other regulatory matters in its acquisition of Contrans Group Inc. for a total equity purchase price of approximately $495 million.

  • Acted for Cominar Real Estate Investment Trust in connection with the $1.527-billion acquisition of a portfolio of 11 shopping centres, three office properties and one industrial property from Ivanhoé Cambridge, the real estate subsidiary of the Caisse de dépôt et placement du Québec. The firm also represented Cominar in financing the acquisition, through the issuance of $250 million of trust units to Ivanhoé Cambridge by way of private placement, the issuance of $250 million of trust units to the public by way of a bought deal, the establishment of new unsecured bridge facilities of up to $850 million, a $100-million unsecured credit facility, and mortgage financings of $250 million.

  • Acted as Canadian counsel to Actavis plc on competition and regulatory matters in connection with its US$28-billion acquisition of Forest Laboratories Inc.

  • Acted for Cominar Real Estate Investment Trust in connection with its $228-million acquisition of a portfolio of 11 office properties in the Greater Toronto Area and in Montréal from Redbourne Realty Fund.

  • Acting for the Canadian Real Estate Association, an intervenor in proceedings brought by the Commissioner of Competition against the Toronto Real Estate Board, including a hearing and rehearing before the Competition Tribunal in 2012 and 2015, and an appeal currently pending before the Federal Court of Appeal. Issues include privacy rights of consumers, copyright protection in property information databases and whether certain rules on the display of certain property information on portions of an internet website amounted to abuse of dominance.

  • Acted as Canadian Counsel for Archer Daniels Midland Company with respect to competition matters in its proposed A$2.3 billion acquisition of GrainCorp Limited.

  • Acted for WM Québec Inc., an affiliate of Waste Management, Inc., a leading provider of comprehensive waste management services in North America, in connection with the acquisition of the RCI Group, the leading integrated waste management group in the Province of Québec.

  • Acted for Xstrata plc on Canadian matters, and for Glencore and Xstrata plc on Canadian regulatory matters, in relation to the acquisition by Glencore of the remaining stake in Xstrata, to create a major natural resources group with a combined equity market value of US$90 billion.

  • Acted for Corus Entertainment Inc. with respect to the regulatory aspects of its acquisition from Bell Media of interests in certain TV (Teletoon, Historia & Séries+) and radio assets in Ottawa currently held by Astral Media, Inc. The combined acquisition price for these assets is $494 million.

  • Acted for Waste Management, Inc. with respect to the acquisition of RCI Environnement Inc., including extensive negotiations regarding a consensual remedy to the Competition Bureau's concerns. This matter was one of the most significant merger reviews undertaken by the Competition Bureau in the past year and one of only two merger transactions in the past two years that was resolved through a Consent Agreement.

  • Acted for BHP Billiton in connection with the sale of its diamond business, comprising its controlling interests in the EKATI Diamond Mine and its Diamonds Marketing operations in Belgium, to Dominion Diamond Mines Ltd. for an aggregate cash consideration of US$500 million.

  • Acted as Canadian counsel for Spectrum Brands, Inc. in connection with its US$1.4 billion acquisition of the global Hardware & Home Improvement Group (HHI) of Stanley Black & Decker, Inc.

  • Acting as co-counsel for the Association of Chartered Certified Accountants in respect of trade-mark claims and anti-trust allegations against provincial Chartered Accountants Institutes in the Federal Court.

  • Acted for Rogers Communications Inc. with respect to competition and regulatory matters in connection with its joint acquisition with Bell Canada of Maple Leaf Sports & Entertainment Ltd. from Ontario Teachers' Pension Plan.

  • Acted as Canadian counsel to Google Inc. on competition and other regulatory matters in connection with its US$12.5 billion acquisition of Motorola Mobility Holdings, Inc.

  • Acted for Schlumberger Limited in the sale of its Rig Management Group, with drilling rigs in Oman, Pakistan and Venezuela, to Saxon Energy Services.

  • Acted as Canadian counsel to United Technologies Corporation on competition and other regulatory matters in connection with its acquisition of Goodrich Corporation in a deal valued at US$16.5 billion.

  • Acted for Wal-Mart Canada Corp. in connection with the acquisition of leases for 39 store locations occupied by Zellers from Target Canada.

  • Acted for Minmetals Resources Limited in connection with its $6.3-billion all-cash unsolicited takeover bid for Equinox Minerals Limited.

  • Acted for Canadian Broadcasting Corporation, a significant shareholder of Sirius Canada Inc., in connection with the merger between Sirius Canada Inc. and Canadian Satellite Radio Holdings Inc. in a transaction valued at $520 million.

  • Acted for Canada Pipe Company Ltd. before the Competition Tribunal, Federal Court of Appeal and Supreme Court of Canada with respect to the only fully contested abuse of dominance case to be decided in Canada in more than 15 years. This matter was decided in favour of Canada Pipe following a lengthy trial in the Competition Tribunal and against Canada Pipe in the Federal Court of Appeal. The matter was eventually resolved through a negotiated Consent Agreement in December 2007.

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Articles and Publications

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Jim has authored a wide variety of articles on competition law matters in publications such as The Antirust Source, Competition Law Insight and Legal Alert, as well for various Canadian Bar Association and American Bar Association newsletters and conferences.  He was the co-author, with Benjamin Alarie, of "Remedies and Alternative Contracts", (2007) 44(4) American Business Law Journal 639-671 and is a former editor of the Year in Review for the International Anti-Trust Committee of the American Bar Association’s International Law Section.

Jim Dinning
Jim Dinning
Partner
Office:
Toronto
Tel:
416.367.7462
Email:
jdinning@dwpv.com
Bar Admissions:

Ontario, 2008

Education:

University of Toronto, J.D., 2007

University of Western Ontario, B.A. (Honors) (Economics), 2004