Formula E Operations Ltd.
Successfully acted for Formula E Operations Ltd. (FEO) in connection with its claims arising from the City of Montréal's decision to cancel the Montréal ePrix. This includes asserting FEO's claims against the City of Montréal and in the bankruptcy proceedings of Montréal C'est Électrique, a non-profit corporation set up by the City for the purposes of acting as promoter of the Montréal ePrix.
Triumph Aerostructures, LLC
Acted for Triumph Aerostructures, LLC, in connection with its dispute with Bombardier Inc. regarding the wing designed and manufactured by Triumph for Bombardier's Global 7000 business aircraft, including a $455-million claim filed by Triumph before the Québec Superior Court. The dispute was ultimately resolved to both parties' satisfaction.
Oaktree Capital Management, L.P.
Acted for Oaktree Capital Management, L.P., in its opposition to the $475-million acquisition of Québec-based Tembec Inc. by Florida-based Rayonier Advanced Materials Inc.
Acted for Knight Therapeutics Inc. in successfully defending against the activist campaign, proxy contest and contested meeting led by Medison Biotech Ltd. with respect to Knight's 2019 annual meeting.
Acted for BCE Inc. and Bell Canada in a successful appeal to the Supreme Court of Canada in a landmark commercial case involving the proposed $51.7 billion privatization of BCE. The decision of the Supreme Court in this case set the standard in Canada for approval of plans of arrangement and claims of oppression. It also clarified the law concerning the duties of directors of public companies faced with potential change of control transactions. This case also resulted in the fastest commercial appeal ever heard by the Supreme Court of Canada. The appeal was heard by the Court and decided unanimously in favour of BCE less than 30 days after BCE launched its application for leave to appeal from a decision of the Québec Court of Appeal revoking approval for BCE's proposed plan of arrangement that had been granted by Justice Silcoff of the Quebec Superior Court following a lengthy and highly expedited trial.
Fonds de solidarité des travailleurs du Québec (FTQ)
Acting for the Fonds de solidarité des travailleurs du Québec (FTQ) in connection with a $20-million claim instituted by a shareholder against a former director.
Acted for Videotron Ltd. against a claim in excess of $18 million in connection with the termination of a share purchase agreement. Videotron terminated the agreement as a result of a material adverse event within the target. The matter was settled on the eve of the hearing before the Québec Court of Appeal.
Acting for O'Leary Funds, one of the largest unitholders of Boralex Power Income Fund (BPT), in connection with its opposition to the takeover bid made by Boralex Inc. for the outstanding units of BPT. O'Leary is challenging the legality of the takeover bid and is seeking an increased consideration for its units taken up in connection with the takeover bid.
Jacques Toupin and Charles Toupin
Acted for Jacques and Charles Toupin in connection with proceedings instituted to recover their 800,000 class "A" shares of Garda World Security Corporation worth $9.6 million. The Québec Superior Court concluded that Messrs. Toupin owned the shares and the Court's decision was subsequently upheld by the Court of Appeal.
Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec in connection with an investment of $1.9 billion in SNC-Lavalin Group Inc. to finance a portion of the acquisition by SNC-Lavalin of all the share capital of WS Atkins plc. The Caisse's investment is structured as (i) a loan of $1.5 billion, secured by the value and cash flows of SNC-Lavalin's interest in the Highway 407 ETR project; and (ii) a subscription of approximately $400 million in subscription receipts of SNC-Lavalin.
IOU Financial Inc.
Acted for IOU Financial Inc. in connection with its successful response to Qwave Capital LLC's unsolicited partial takeover bid, including in injunctive proceedings asserting a breach by Qwave of a confidentiality agreement.
Agnico Eagle Mines Limited
Acted for Agnico Eagle Mines Limited in its C$3.9-billion acquisition with Yamana Gold Inc. of Osisko Mining Corporation. The transaction involved the formation of a 50-50 partnership between Agnico Eagle and Yamana which will hold and operate the Canadian Malartic mine. The transaction also resulted in a spin-out of a new TSX-listed company called Osisko Gold Royalties Ltd. which will continue to hold a 5% royalty interest in the Canadian Malartic gold property as well as exploration assets in Mexico.
Paladin Labs Inc.
Acted for Paladin Labs Inc. in connection with its acquisition by Endo Health Solutions Inc. in a stock and cash transaction valued at approximately $3 billion.
Acted for Abitibi-Consolidated Inc. (now known as Resolute Forest Products) in connection with its merger of equals with Bowater Incorporated to create a company with a combined enterprise value of US$8 billion.
Acted as co-counsel to Airbus SE, a European leader providing tanker, combat and transport aircraft, as well as a global leader in aeronautic, space and related services, in its divestiture of Vector Aerospace Holding SAS to StandardAero Aviation Holdings, Inc.
New Look Vision Group Inc.
Acted for New Look Vision Group Inc. in its $120-million acquisition, by way of plan of arrangement, of Iris, le groupe visuel (1990) Inc., which has a network of 147 retail locations across Québec, British Columbia, Alberta, Ontario and New Brunswick. The purchase was financed through various arrangements, including an increase of New Look's senior secured term facility with its bank syndicate, a new junior unsecured debt facility and an equity private placement.
Future Electronics Inc.
Acted for Future Electronics Inc. in the successful challenge of a search warrant issued at the request of the FBI pursuant to the Mutual Legal Assistance in Criminal Matters Act (before the Superior Court and Court of Appeal of Québec and the Supreme Court of Canada).
Acted for Cominar REIT, one of Canada's largest diversified real estate investment trusts and the largest commercial property owner in Québec, in its C$5.7-billion sale to Iris Acquisition II LP, which is an entity created by a consortium led by Canderel Real Estate Property Inc., one of Canada's largest privately held real estate companies.
An institutional investor
Advising an institutional investor in connection with a major ransomware attack involving critical infrastructure facilities in which the client holds a substantial interest, including with respect to related litigation.
New Look Vision Group Inc.
Acted for New Look Vision Group Inc. in its $800-million sale to NL1 AcquireCo Inc., an entity created by funds managed by FFL Partners, LLC, a San Francisco-based private equity firm, Caisse de dépôt et placement du Québec and the Dr. H. Doug Barnes Family.
Nemaska Lithium Inc.
Acting for Nemaska Lithium Inc. in proceedings instituted by Victor Cantore requesting that Nemaska be compelled to convey him a 3% net smelter return royalty on all metals extracted from Nemaska's Whabouchi mine.
Acted as Canadian counsel to Alstom S.A. in its EUR4.4-billion strategic acquisition of Bombardier Transportation.
Warner Media, LLC
Acted for Warner Media, LLC in its indirect acquisition, by way of plan of arrangement, of all of the issued and outstanding shares of You i Labs Inc., a leading provider of cross-platform development tools for television and media companies.
Certain shareholders of Mason Graphite
Acted for Mr. Fahad Al-Tamimi and other concerned shareholders of Mason Graphite Inc. in their successful efforts to replace the board of Mason with a new slate of directors to maximize the company's opportunities and enhance shareholder value.
Acting for Martin Coiteux, former Minister of the Government of Québec, in a lawsuit for damages instituted by Marcel Forget, a former executive of UPAC, against the Government of Québec following the resignation.
Acted for Québecor Inc. in connection with its proposed acquisition of Cirque du Soleil and related insolvency proceedings.
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).
Acted for Groupe Latécoère, a portfolio company of Searchlight Capital Partners, in its acquisition from Bombardier Inc. and certain of its affiliates of the assets relating to electrical wiring interconnection activities for the production of main and sub-electrical harnesses for commercial and business aviation programs.
European publicly-traded corporation
Acted for a publicly traded corporation in connection with a potential investment by an activist fund.
Acted successfully for diverse clients before the Autorité des marchés publics to obtain or renew their authorization to contract and/or to subcontract with a public body in response to a request for information or a notice of refusal.
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 (CVR) of US$6.00 per share, for a total transaction value of up to US$1.31 billion.
Acted for the Michelin Group in its acquisition of Camso Inc., one of the global leaders in the design, manufacturing and distribution of off-road tires, wheels, tracks and conveyer belts, for a purchase price of US$1.7 billion. Camso has facilities in more than 25 jurisdictions world-wide.
Cominar Real Estate Investment Trust
Acting for Cominar Real Estate Investment Trust and its affiliates, significant creditors of Homburg Invest Inc. and its subsidiaries, in the restructuring attempt of Homburg Invest Inc. under the Companies' Creditors Arrangement Act.
Steelhead Partners, LLC
Acted for Steelhead Partners, LLC in connection with the takeover bid for Fibrek Inc. by Resolute Forest Products Inc.
Cominar Real Estate Investment Trust
Acted for Cominar Real Estate Investment Trust in connection with its unsolicited takeover bid for Canmarc Real Estate Investment Trust, valued at approximately $904 million.
Acted successfully for a Québec-based gas retailer in connection with criminal charges laid by the Competition Bureau for alleged price-fixing and related class actions. Davies has succeeded in obtaining a stay of the criminal proceedings against its client based on a breach of its constitutional rights.
Barzel Industries Inc.
Acted for Barzel Industries Inc. (formerly Symmetry Holdings Inc.) in its acquisition of Novamerican Steel Inc. for a purchase price of US$585 million.
Catalyst Fund Limited Partnership I
Acted for Catalyst Fund Limited Partnership I in the restructuring of Cable Satisfaction International Inc., sponsored by Catalyst, including the sale of Cable Satisfaction's subsidiary, Cabovisao-Televisao por Cabo, S.A., to Cogeco Cable Inc. in an all-cash transaction valued at 465 million euros.
Laurentian Bank of Canada
Acted for Laurentian Bank of Canada, a significant secured creditor of Groupe de Scieries GDS and its subsidiaries, in their restructuring attempt under the Companies' Creditors Arrangement Act. Davies was successful in obtaining for the Bank significant modifications to the Initial Order, which led to the Bank's claim being purchased by another creditor.
Catalyst Fund (Cable Satisfaction International Inc.)
Acted for Catalyst Fund in connection with the restructuring of Cable Satisfaction International Inc. under the Companies' Creditors Arrangement Act (CCAA) and the sale of principal subsidiary Cabovisao Televisao Por Cabo, S.A. to Cogeco Inc.
Eaux Vives Harricana Inc., a subsidiary of Parmalat Canada Inc.
Acted for Eaux Vives Harricana Inc. and its two subsidiaries in its restructuring under the Companies' Creditors Arrangement Act (CCAA). This restructuring resulted in the implementation of a plan of arrangement compromising claims aggregating over $100 million.
Ernst & Young Orenda Corporate Finance Inc.
Acted for Ernst & Young Orenda Corporate Finance Inc., appointed as trustee to conduct a divestiture of a business pursuant to a Consent Order issued by the Competition Tribunal. Also acted on behalf of the Trustee in contested proceedings before the Competition Tribunal in respect of that Order.
Metso Paper Ltd.
Acted for Metso Paper Ltd., a significant creditor of Papiers Gaspésia LLP, in the latter's restructuring under the Companies' Creditors Arrangement Act.
State Property Fund of Ukraine
Acted for the State Property Fund of Ukraine on the successful challenge before the Federal Court (Trial Division) and the Federal Court of Appeal of the validity of the registration of a $60 million arbitral award against the State Property Fund of Ukraine. The Federal Court of Appeal's ruling secured the release of an Aircraft Antonov AN124-100 that had been impounded in Goose Bay, Newfoundland.
Corus Entertainment Inc.
Acted successfully for Corus Entertainment Inc. in its representation before the Governor in Council who refused to quash a decision by the Canadian Radio-television and Telecommunications Commission approving the exchange of various radio stations (including CKAC) between Corus and Astral Media Inc.
ShockWave Medical, Inc.
Acted as Canadian counsel to Nasdaq-listed Shockwave Medical, Inc., in its acquisition of Nasdaq- and TSX-listed British Columbia–based Neovasc Inc., for a total transaction value of up to US$147 million consisting of a purchase price per share of cash and a contingent value right.
Acting as Canadian counsel to LKQ Corporation in its C$2.8-billion acquisition of Uni-Select Inc.
BELLUS Health Inc.
Acted for BELLUS Health Inc. in its US$2-billion sale to GSK plc, a British-based pharmaceutical company.
Québec Court Tackles Novel Issues During Approval of the Second Remediation Agreement (a.k.a. Deferred Prosecution Agreement) Under the Canadian Criminal Code
May 23, 2023 - The Superior Court of Québec recently published its reasons1 approving Canada’s second remediation agreement under the Criminal Code, Canada’s version of a deferred prosecution agreement (DPA). In his reasons, Justice Marc David expanded on the principles applicable to Canada’s...
First Remediation Agreement under the Canadian Criminal Code: Key Takeaways
June 14, 2022 - The Superior Court of Québec recently published its reasons1 approving Canada’s first remediation agreement under the Criminal Code, which is Canada’s version of a deferred prosecution agreement (DPA). In his reasons, the Honourable Justice Eric Downs provided an extensive...
A Penalty Under GAAR Will Cause Ineligibility for Public Contracts in Québec
Mar. 23, 2020 - The Act mainly to establish the Centre d'acquisitions gouvernementales and Infrastructures technologiques Québec (Act) was assented to on February 21, 2020, by the National Assembly of Québec. The Act incorporates new provisions in the government procurement rules to combat abusive tax...
Country Perspective: Canada, co-author
Dec. 16, 2019 - Perspectives in Practice of the UNIDROIT Principles 2016: Views of the IBA Working Group on the Practice of the UNIDROIT Principles 2016 (International Bar Association)
Read the article.
Business Roundtable Issues Expanded “Corporate Purpose” Statement, with Commitment to All Stakeholder Interests
Aug. 27, 2019 - The Business Roundtable, an association of CEOs of major U.S. corporations, recently issued its “Statement on the Purpose of the Corporation. ” The statement underscores the Business Roundtable’s commitment to all stakeholders of corporations, including their customers, employees, suppliers,...
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...
Autorité des marchés publics Has New Powers to Oversee Public Contracts
May 24, 2019 - The provisions respecting the processing of complaints, communication of information and disclosure of wrongdoing to the Autorité des marchés publics (AMP) came into force on May 25, 2019. An interested person or partnership wishing to file a complaint with the AMP or provide information to the...
The Autorité des marchés publics Assumes Its Responsibilities
Jan. 25, 2019 - The majority of the activities of the Autorité des marchés financiers (AMF) under the Act respecting contracting by public bodies were transferred to the Autorité des marchés publics (AMP) on January 25, 2019. The AMP was created in response to the first recommendation of the Charbonneau...
Proposed Canada Business Corporations Act Amendments: A New Era of True Majority Voting and Diversity?
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...
Federal Public Contracts Now Governed by New, More Flexible Integrity Provisions
July 14, 2015 - On July 3, 2015, the federal government implemented a new integrity regime (New Regime) governing suppliers’ capacity to enter into procurement contracts and real property transactions with Public Works and Government Services Canada. The New Regime will be rolled out to all federal departments...
Secondary Market Liability: Supreme Court of Canada Clarifies the Screening Mechanism for Class Actions
Apr. 20, 2015 - In Theratechnologies inc v. 121851 Canada inc.,1 the Supreme Court of Canada ruled for the first time on a case involving the new secondary securities market liability regimes. These regimes, which have been adopted in most Canadian provinces, facilitate actions by investors...