Davies

Mark C. Katz

Mark Katz is a partner in the Competition & Foreign Investment Review, Investigations & White Collar Defence, Retail and China practices. He has advised domestic and international clients on a wide variety of competition law matters, such as mergers and acquisitions, criminal cartel investigations, joint ventures, abuse of dominance, distribution and pricing practices, misleading advertising and compliance and other legislation governing foreign investment in Canada.

Mark has appeared at every level of court in relation to competition matters, including the Supreme Court of Canada, and has acted as counsel on several leading cases before the Competition Tribunal, including the first abuse of dominance and merger cases heard by that body. He also provides advice with respect to the application of the Investment Canada Act.

Mark has authored a wide variety of articles and conference papers on competition law matters and contributed to a number of texts and treatises in the area, as well as authoring and presenting policy briefs for clients on a variety of domestic and international competition-related matters. Mark is most recently co-author of The Competition Law Guide for Trade Associations in Canada and a contributing author to Bullen & Leake & Jacob’s Canadian Precedents of Pleadings, Second Edition. Mark is also a member of the editorial board for Competition Law Insight and a regular contributor to the Kluwer Competition Blog.

Mark is very active in the American Bar Association and Canadian Bar Association, including serving currently as the vice-chair of the Trade, Sports and Professional Associations Committee of the American Bar Association’s Section of Antitrust Law, and immediate past co-chair of the international antitrust law committee of the ABA’s section of international law.

Representative Work

  • Acting for the Special Committee of the board of directors of TIO Networks Corp., in connection with its $304-million acquisition by PayPal Holdings, Inc. TIO is a North American cloud-based multi-channel bill payment processing and receivables management company.

  • Acting for Joy Global Inc. in connection with its proposed acquisition by Komatsu Ltd. in a transaction valued at approximately $3.7 billion.

  • Acted for Vista Equity Partners portfolio companies in connection with (i) an acquisition by Aptean, a leading provider of enterprise software solutions and a Vista Equity portfolio company, of the Government & Enterprise Management Solutions Division from StarDyne Technologies Inc.; and (ii) an acquisition by PowerSchool Group LLC, the leading education technology platform for K-12 and another Vista Equity portfolio company, of the SRB Education Solutions Division of StarDyne Technologies Inc.

  • Acted for PPG Industries in connection with its agreement to sell the assets of its flat glass manufacturing and glass coating operations to Vitro S.A.B. de C.V., a leading producer of flat glass and specialty products, for approximately US$750 million in gross cash proceeds.

  • Acted for DAK Americas LLC, a producer of PET (polyethylene terephthalate) resins, in connection with its acquisition of a controlling interest in Selenis Canada from IMG Group. Selenis Canada operates a PET plant in Montréal.

  • Acted for Amcor Rigid Plastics USA, Inc. in connection with its US$280-million acquisition of the North American rigid plastics blow molding operations of Sonoco Products Company, a global packaging company based in the United States.

  • Acted for the Canada Pension Plan Investment Board (CPPIB) in connection with its $1.175-billion acquisition of a 50% interest in Canadian office portfolio from Oxford Properties Group (Oxford). Oxford will continue to manage the properties on behalf of the partnership. The transaction brings the total size of the jointly owned Oxford-CPPIB office portfolio to over 12 million square feet.

  • Acted for Communauto Inc., one of the largest car-sharing services in the world, in connection with an investment by Automobiles Peugeot and MKB Partners Fund.

  • Acted for Peds Legwear Inc. in connection with its acquisition by Gildan Activewear Inc., for an acquisition cost of US$55 million.

  • Acting for the Export-Import Bank of China in connection with the financing of the acquisition of Alter NRG Corp. by Harvest International New Energy, Co., Ltd.

  • Acted for New Look Vision Group Inc. in connection with its acquisition of retail optical outlets.

  • Acted for Amcor Limited in connection with its acquisition of Alusa, a leading flexible packaging business in South America, with operations in Chile, Argentina, Peru and Colombia.

  • Acting as Canadian counsel to The Sherwin-Williams Company on competition and regulatory matters in connection with its US$11.3-billion acquisition of The Valspar Corporation.

  • 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.

  • Acted for WIND Mobile Corp. (WIND) and its shareholders, including West Face Capital, in connection with the sale of WIND to Shaw Communications Inc. for approximately $1.6 billion.

  • Acted for Royal Greenland Seafood A/S in connection with its investment in Canadian seafood producer Quin-Sea Fisheries Limited.

  • Acted for the shareholders of Media Experts M.H.S. Inc. in connection with a sale of a majority interest to Interpublic Group of Companies Canada, Inc.

  • Acted for Locemia Solutions ULC in connection with the acquisition by Eli Lilly and Company of substantially all of Locemia's assets associated with the research and commercialization of the first needle-free rescue treatment of severe hypoglycemia.

  • Acted for Malaysia's Felda Global Ventures Holdings Sdn. Bhd., one of the largest palm plantation operators in the world, in its sale of eastern Canada's largest oilseed processing plant to Viterra Inc. for $190 million.

  • Acted as Canadian counsel to The MANN+HUMMEL Group of Ludwigsburg, Germany, in connection with its acquisition of the global filtration operations (excluding the South American operations) of Affinia Group for a purchase price of approximately US$1.335 billion (US$513 million for the equity and the assumption of US$822 million of debt).

  • Acted for the Public Sector Pension Investment Board (PSP Investments) in connection with the sale of a portfolio of real estate assets by joint ventures between affiliates of PSP Investments and affiliates of Starlight Investments to Northern Property Real Estate Investment Trust (NPR) concurrently with NPR's acquisition of True North Apartment Real Estate Investment Trust by way of plan of arrangement to form Northview Apartment Real Estate Investment Trust, which has an enterprise value in excess of $3 billion and is the third-largest publicly-traded multi-family REIT in Canada.

  • Acted for Grafton-Fraser Inc., the owner and operator of Tip Top Tailors, in its acquisition, through a wholly owned subsidiary, of the Canadian retail assets of Jones Apparel (Canada) Ltd., a women's apparel retailer of the Jones New York brand.

  • 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.

  • Acted for G.I. Sportz Inc. in connection with the acquisition of Kee Action Sports, a leading manufacturer and distributor of paintball sporting goods, equipment and apparel, based in New Jersey with distribution facilities located across the United States, Canada and the United Kingdom.

  • Acted as Canadian counsel for Stericycle, Inc. in its acquisition of Shred-it International, a global secure information destruction services provider, for US$2.3 billion in cash.

  • Acted for the Canada Pension Plan Investment Board (CPPIB) in the $105-million acquisition from Minto Properties Inc. of an undivided 60% ownership interest in Minto High Park Village, a multifamily rental property comprising three apartment buildings and approximately 750 rental units. Minto will continue to own an undivided 40% interest in the property and will continue to oversee management and leasing on behalf of the co-owners. This transaction marks CPPIB's first direct investment in the Canadian multifamily real estate market.

  • Acted for Zoom Media Group Inc. in the sale of its non-fitness indoor advertising business (consisting of campus, fashion, business, medical and golf networks) to Newad Media Inc. and in the acquisition of Newad Media Inc.'s fitness indoor advertising business.

  • Acted for Frutarom Industries Ltd., one of the world's 10 largest companies operating in the global flavours and fine ingredients markets, in connection with its acquisition of substantially all of the shares of Investissements BSA Inc., a developer, manufacturer and distributor of spices and seasoning blends, with a particular focus on the areas of processed meats and convenience foods, for $42,750,000.

  • 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 Endo International plc in connection with its US$2.6 billion acquisition of Auxilium Pharmaceuticals Inc.

  • Acted for Vision 7 International ULC, a fully integrated marketing communications company, whose two major brands include Canadian marketing communication agency leader Cossette and the international PR firm Citizen Relations, in connection with its acquisition by BlueFocus Communication Group Co., Ltd., the No. 1 integrated communication and marketing services group in China.

  • Acted as Canadian counsel to Covidien plc on competition and other regulatory matters in its acquisition by Medtronic, Inc. for approximately US$49.9 billion.

  • Acted for Selex ES Ltd in connection with its acquisition of TTI Tactical Technologies Inc., a developer and service provider of electronic warfare simulation software for the international electronic warfare market.

  • Acted for West Face Capital Inc. in its acquisition, together with a consortium of investors including Globalive Capital, Tennenbaum Capital Partners and LG Capital Investors, of the interests of VimpelCom Ltd. in Globalive Wireless Management Corp. (doing business as WIND Mobile).

  • Acted for Fortress Investment Group, LLC and Holiday Retirement in connection with the sale of 29 Canadian senior living communities to Ventas, Inc.

  • 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 for McCain Foods on the sale of its North American frozen pizza business to Dr. Oetker.

  • Acted as Canadian counsel for TransMontaigne Inc., a US oil pipeline and terminal company, in connection with the sale of Canterm Canadian Terminals Inc., a company with two distribution terminals for the storage and handling of refined products in Montréal and Québec City, to Royal Vopak, the world's largest independent liquid bulk tank storage service by capacity.

  • Acted for WSP Global Inc., a publicly traded global professional engineering services firm based in Montréal, Québec, in connection with its entering into of an arrangement agreement regarding the acquisition of all of the issued and outstanding shares of Focus Group Holding Inc., a multi-disciplinary engineering and consulting firm based in Alberta principally serving oil, gas and civil markets in Western Canada, for an aggregate purchase price of $366,050,000.

  • 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.

  • 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 the Canada Pension Plan Investment Board in connection with the sale to Ivanhoé Cambridge of a 50% interest in Carrefour de l'Estrie shopping centre located in Sherbrooke, Québec, which is the largest shopping centre in Québec's Eastern Townships region, and the resulting joint venture.

  • Acted as Ontario counsel to Rainy River Resources Ltd. in the acquisition by New Gold Inc. of Rainy River for $310 million.

  • Acted for the Canada Pension Plan Investment Board in connection with a 50/50 Canadian retail joint venture with Oxford Properties Group. As part of the transaction, CPPIB acquired a 50% interest in the approximately 1 million square foot Upper Canada Mall, in Ontario, from Oxford Properties Group, and Oxford Properties Group acquired a 50% interest in the 1.5 million square foot Les Galeries de la Capitale shopping centre, in Québec, from CPPIB.

  • Acted for Commerz Real Investmentgesellschaft mbH in connection with its sale of its 50% interest in four prominent shopping centres located in Canada to Ivanhoe Cambridge Inc. for $508 million.

  • Acted as Canadian counsel to IMC International Metalworking Companies B.V. in connection with its contemplated strategic arrangement with Woulfe Mining Corporation and its 100%-owned tungsten/molybdenum South Korean subsidiary, Sangdong Mining Corporation.

  • Acted for Dassault Systèmes S.A. in connection with its acquisition of the shares of Gemcom Software International Inc., a geological modeling and simulation company which is a world leader in mining industry software solutions with operations in 13 jurisdictions around the world, for approximately US$360 million.

  • Acted for Hebei Iron & Steel Group Co., Ltd. in connection with its strategic investment in Alderon Iron Ore Corp. and its Kami iron ore project.

  • Acted for Watsco, Inc. in its acquisition of 60% of Carrier's $330 million Canadian heating, ventilation and air conditioning distribution network in Canada, to form a joint venture with UTC Climate, Controls & Security, a unit of United Technologies Corp., under the name Carrier Enterprise Canada.

  • 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 Twin Rivers Technologies - Entreprises de Transformation de Graines Oléagineuses du Québec Inc., a subsidiary of Felda Global Ventures Holdings Sdn Bhd of Malaysia, in connection with its joint venture with Bunge North America to create Bunge ETGO L.P.

  • 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 Minmetals Resources Limited in connection with its $1.33-billion acquisition of Anvil Mining Limited.

  • Acted for Agnico Eagle Mines Limited in connection with the acquisition of Grayd Resource Corporation by way of takeover bid for $275 million.

  • Acted for Bird Construction Inc. in connection with its $78 million acquisition of all outstanding shares of H.J. O'Connell, Limited, a construction company with operations in Newfoundland and Labrador, Québec and Manitoba.

  • Acted for Minmetals Exploration & Development (Luxembourg) Limited S.a.r.l. in connection with its acquisition, on a private placement basis, of 5% of the issued and outstanding shares of Century Iron Mines Corporation (formerly Red Rock Capital Corp.). In connection with the acquisition of shares, Davies also acted for Minmetals in respect of the material terms of an Offtake Agreement to be entered into between Minmetals and Century providing for the purchase by Minmetals of iron ore produced from Century's Duncan Lake Property.

  • Acted for Eurocopter Holding SAS, a subsidiary of European Aeronautic Defence and Space Company EADS N.V., in connection with its acquisition of Vector Aerospace Corporation in a transaction valued at $635 million by way of a takeover bid.

  • Acted for AbitibiBowater Inc. (now known as Resolute Forest Products) in connection with the sale of its 75% indirect interest in ACH Limited Partnership, which owns 8 hydroelectric generating facilities in Ontario, in a transaction valued at $640 million.

  • Acted for Canpages Inc., a local search and directories publisher in Canada, in an acquisition by Yellow Media Inc. from an investor group led by private equity firm HM Capital Partners, in a deal valued at $225 million.

  • Acted for Amcor Limited in its acquisition of Alcan Packaging operations from Rio Tinto plc in 31 countries for approximately US$2 billion. The acquisition enhances Amcor's position as one of the world's leading packaging companies.

  • Acted as Canadian counsel for Time Inc. in its acquisition of QSP, Inc., in the United States, and Quality Service Products Inc., in Canada, from The Readers Digest Association Inc. in a transaction valued at US$110 million.

  • Acted for Amcor Limited in the sale of its polyethylene terephthalate (PET) packaging operation in six countries in Europe to La Seda de Barcelona S.A. in a transaction valued at 430 million euros.

  • Acted for Barrick Gold Corporation in its pre-bid agreement with Goldcorp Inc. to dispose of certain assets acquired by Barrick in its takeover bid for Placer Dome Inc. and in the subsequent disposition of US$1.6 billion of assets to Goldcorp.

  • Acted for Amcor Limited in the sale of its White Cap business in Europe, Asia, Brazil and the US to Silgan Holdings Inc. for a base price of $230 million.

  • Acted for Abitibi-Consolidated Inc. (now known as Resolute Forest Products) in connection with the sale of its shares in PanAsia Paper Company Pte Ltd. to Norske Skog in a transaction valued at US$600 million.

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PUBLICATIONS

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Recognition

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  • Named in the GCR 100 Canada (guide to the world's leading competition law and economics practices).
  • Recognized in The Canadian Legal Lexpert Directory as a repeatedly recommended practitioner in Competition Law.
  • Recognized in Who's Who Legal Canada: Competition as a leading business law practitioner.
  • Recognized in Chambers Global: The World's Leading Lawyers for Business and Chambers Canada in Competition/Antitrust.
  • Recognized in The Best Lawyers in Canada in Competition/Antitrust Law.
  • Achieved one of Martindale-Hubbell's highest rankings.

Professional Affiliations

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Immediate Past Chair, International Antitrust Law Committee, American Bar Association Section of International Law (2013/2014)

Vice Chair, Trade, Sports and Professional Associations Committee, American Bar Association Section of Antitrust Law (2013/2014)

Past Chair, Criminal Law Section, Canadian Bar Association, National Competition Law Section

Board Memberships

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Community Involvement

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  • Avenue Road Hockey Association
  • Camp Massad of Québec
  • Israel Guide Dog Centre for the Blind

Teaching Engagements

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Speaking Engagements

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Mark speaks regularly on the topics of Competition Law and Foreign Investment Review Law. His recent speaking engagements include:

  • Speaker, Canadian Bar Association Competition Law Spring Conference (May 19, 2016);
  • Speaker, “The Competition Bureau’s New Approach to Compliance for Associations”, Canadian Society of Association Executives (CSAE), CSAE Trillium Chapter Winter Summit (February 4, 2016);
  • Moderator, "Whistleblowing in Antitrust: Prospects and Pitfalls", ABA Section of Antitrust Law (August 27, 2015);
  • Speaker, “Entry and Competition in Jewish and Antitrust Law”, The Center for Modern Torah Leadership (July 30, 2015);
  • Speaker, ABA Section of Antitrust Law Corporate Counseling Committee – June Antitrust Update (July 15, 2015);
  • Speaker, Federated Press 2nd M&A Agreement: Practical Advice on Negotiating and Structuring Key M&A Agreements (September 16 & 17, 2014);
  • Speaker, Canadian Society of Association Executives’ 2014 National Conference & Showcase (October 29-31, 2014);
  • Co-lecturer, Federated Press 5th Conducting Regulatory Investigations Course (September 9-10, 2014);
  • Co-chair, ABA Section of International Law and the International Association of Young Lawyers Joint Conference (June 6-7, 2014);
  • Speaker, "Recent Developments in Foreign Investment Review", Commons Institute International Trade Law and Regulation conference (March 28, 2014);
  • Speaker, "Competition Law Considerations for Joint Ventures and Other Collaborations", Federated Press' Partnerships, Limited Partnerships and Joint Ventures conference (March 27-28, 2014);
  • Speaker, "Ethical Pitfalls in Merger Negotiations", The American Bar Association Section of Antitrust Law (February 26, 2014);
  • Speaker, "The Law and Regulation of International Trade", The Commons Institute (March 28, 2014);
  • Speaker, "Comparing Modern and Talmudic Legal Systems", Jewish Lawyers Network Law Conference (December 9, 2013);
  • Speaker, "Agreements with Competitors: Structuring Collaborations and Strategic Alliances", Osgoode Professional Development's Competition Law Essentials for Corporate Counsel, Business Lawyers and Executives program (December 3rd, 2013);
  • Speaker, "Antitrust Sanctions and the Goal of Deterrence", Competition Matters, Commerce Commission New Zealand (October 17-18, 2013);
  • Presenter, “Regulatory Issues in Drafting M&A Agreements”, Federated Press (September 23, 2013);
  • Presenter, “Best Practices for Regulatory Investigations: Handling Cartel Investigations Under the Competition Act”, Federated Press (September 13, 2013);
  • Co-presenter, “Anticipating and Avoiding Post-Closing Issues”, Continuing Legal Education Society of British Columbia (June 5, 2013);
  • Co-presenter, “Competition Law Risk and Managing Employees in the US, EU, and Canada: Guidelines, Pitfalls, and Challenges” (April 24, 2013);
  • Speaker, “Competition Compliance Essentials: Trade Associations Under Scrutiny”, Presentation to the Canadian Independent Petroleum Marketers Association (April 17, 2013);
  • “Key Compliance Strategies to Avoid Misleading Advertising Violations in Canada”, Strafford Webinars (January 8, 2013);
  • Co-presenter, “Competition Law and Associations in Canada”, Canadian Society of Association Executives (CSAE), CSAE National Conference & Showcase (November 1, 2012);
  • Speaker, “Global Economic Slowdown – What’s its Impact on Regulatory Clearance for Mergers and Acquisitions?”, ABA Section of International Law, Section of International Law 2012 Fall Meeting (October 16-20, 2012);
  • Co-presenter, “The Ethics of Internal Investigations”, NYCLA Anti-Trust and Trade Regulation Committee & ABA Section of International Law (October 15, 2012);
  • 2012 Annual Competition Law Fall Conference, Canadian Bar Association (September 20-21, 2012);
  • Co-lecturer, Federated Press 5th Negotiating and Drafting International Business Agreements Course (June 11-12, 2012);
  • Moderator, “The "Nuts and Bolts" of International Joint Ventures: Israel and the U.S./EU”, ABA Section of International Law & Israel Bar Association Law, Business and Society (May 22, 2012);
  • Speaker, “Competition/IP & technology”, Global Competition Review (GCR): GCR Live: Law Leaders Asia-Pacific 2012 (March 2-3, 2012)

Articles and Publications

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Canada, Competition and FinTech: A Review - CompLaw Blog

Canada Tackles Misleading Advertising and Business PromotionsKluwer Competition Law Blog

Bridging the Gap? Canada Takes on Cross-Border Price DiscriminationKluwer Competition Law Blog

The Ethics of Trade Association Codes of Ethics - Kluwer Competition Law Blog

Guest editor, CPI Antitrust Chronicle, Canada Issue 2014

Editorial contributor, Joint Ventures: Antitrust Analysis of Collaborations Among Competitors Second Edition, March 2014

Mark Katz
Mark C. Katz
Partner
Office:
Toronto
Tel:
416.863.5578
Email:
mkatz@dwpv.com
Bar Admissions:

Ontario, 1989

Education:

Osgoode Hall Law School, LL.B., 1987

McGill University, B.A., 1984