Partner
“A trusted adviser with significant expertise, Aaron delivers excellent advice on complex transactions.”
Chambers Canada
Aaron’s practice focuses on mergers & acquisitions, shareholder activism and corporate governance. Canadian and international businesses, boards and investors spanning a wide range of industry sectors – including mining, technology, infrastructure and financial services – count on Aaron for his business-minded and results-oriented approach to their complex legal issues.
A seasoned and strategic practitioner, Aaron has advised on some of the country’s most high-profile domestic and cross-border transactions, including contested matters such as unsolicited takeover bids and proxy contests with wide-ranging experience advising bidders/activists as well as targets and target boards.
Well versed in corporate governance, Aaron is also regularly called upon to advise boards and board special committees on transactional matters as well as internal investigations and complex governance issues.
Partner
“A trusted adviser with significant expertise, Aaron delivers excellent advice on complex transactions.”
Chambers Canada
Aaron’s practice focuses on mergers & acquisitions, shareholder activism and corporate governance. Canadian and international businesses, boards and investors spanning a wide range of industry sectors – including mining, technology, infrastructure and financial services – count on Aaron for his business-minded and results-oriented approach to their complex legal issues.
A seasoned and strategic practitioner, Aaron has advised on some of the country’s most high-profile domestic and cross-border transactions, including contested matters such as unsolicited takeover bids and proxy contests with wide-ranging experience advising bidders/activists as well as targets and target boards.
Well versed in corporate governance, Aaron is also regularly called upon to advise boards and board special committees on transactional matters as well as internal investigations and complex governance issues.
Agnico Eagle Mines Limited
Acted for Agnico Eagle Mines Limited in its joint topping bid with Pan American Silver Corp. for the US$4.8-billion acquisition of Yamana Gold Inc., pursuant to which Pan American acquired all of the issued and outstanding common shares of Yamana and Agnico Eagle acquired Yamana's Canadian assets (including its interest in the Canadian Malartic mine).
Points.com Inc.
Acted for Points.com Inc., the global leader in powering loyalty commerce, in its sale by plan of arrangement to Plusgrade Parent L.P. in an all-cash transaction valuing Points at US$385 million.
Mantle Ridge LP
Acted for Mantle Ridge LP in its accumulation of a material equity stake in Dollar Tree and subsequent engagement with Dollar Tree culminating in an agreement to appoint seven new directors, including Richard Dreiling, as executive chair, and Paul Hilal, founder and CEO of Mantle Ridge LP, as vice chair.
Elliott Investment Management L.P.
Acting for Elliott Investment Management L.P. in its shareholder engagement with Kinross Gold Corporation regarding capital allocation.
Elliott Investment Management L.P.
Acted for Elliott Investment Management L.P. in its accumulation of a material stake in Suncor Energy and subsequent engagement with Suncor culminating in an agreement (i) to appoint three new directors immediately with a potential fourth to be added depending on Suncor's performance against its peers, (ii) to participate on Suncor's CEO search committee, and (iii) to form a board committee to conduct a strategic review of Suncor's downstream retail business.
IAMGold Corporation
Acted for IAMGold Corporation in its engagement with Resource Capital Fund and subsequent entry into a Collaboration Agreement to appoint additional independent directors to the board.
SEMAFO Inc.
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).
BMO Capital Markets
Acted for BMO Capital Markets, in connection with its formal valuation and fairness opinion to the special committee of Aris Gold Corporation, regarding Aris Gold's merger with GCM Mining Corp. to create a leading American gold producer.
Nova Metrix LLC
Acted for Nova Metrix LLC in the sale of its subsidiary, FISO Technologies Inc., to Resonetics LLC, a portfolio company of GTCR.
Generac Holdings Inc.
Acted as Canadian counsel to Generac Holdings Inc., a leading energy technology company, in its US$770-million acquisition of ecobee Inc., a leader in sustainable smart home solutions.
RIV Capital Inc.
Acted for RIV Capital Inc., an acquisition and investment company specializing in cannabis, in connection with the US$150-million strategic investment by The Hawthorne Collective, a subsidiary of The Scotts Miracle-Gro Company.
Greenhill & Co. Canada, Ltd.
Acted for Greenhill & Co. Canada, Ltd., in its provision of a long form fairness opinion to the board of directors of Score Media and Gaming, Inc. (theScore), a leading digital media and sports betting and technology company, in theScore's acquisition by Penn National Gaming, Inc. for approximately US$2 billion in cash and stock.
IAMGold Corporation
Acted for IAMGold Corporation in negotiating and entering into a voting support agreement in connection with the acquisition by Dundee Precious Metals Inc. of all of the outstanding shares of INV Metals Inc. not already owned by Dundee Precious Metals.
Roxgold Inc.
Acted for Roxgold Inc. in its C$1.1-billion business combination with Fortuna Silver Mines Inc. to create a premier growth-oriented global intermediate gold and silver producer.
Rothschild & Co.
Advised Rothschild & Co. in its provision of a long form fairness opinion to the special committee and board of directors of GT Gold Corp. in GT Gold's acquisition by Newmont Corporation for approximately $393 million.
Aleafia Health Inc.
Advised the board of directors of Aleafia Health Inc., a Canadian cannabis company, in connection with an agreement between Aleafia and shareholders representing 15.6% of the shares to appoint two directors and enter into customary standstill and voting covenants.
Jefferies LLC
Acted for Jefferies LLC, as financial advisor to Aphria Inc., in the merger of Aphria and Tilray, Inc. to create the world's largest global cannabis company based on pro forma revenue.
Special Committee of RIV Capital Inc. (formerly Canopy Rivers Inc.)
Acted as counsel to the special committee of RIV Capital Inc. (formerly Canopy Rivers Inc.), a venture capital firm specializing in cannabis, in its plan of arrangement with Canopy Growth Corporation, involving the collapse of its dual-class share structure and the transfer of three of its portfolio assets for a total transaction value of approximately $297 million.
Glanbia plc
Acted for Glanbia plc, a global nutrition group, in its acquisition of Foodarom Group, a Québec-based specialist flavours solutions business.
Turquoise Hill Resources Ltd.
Acted for Turquoise Hill Resources Ltd. in connection with Pentwater Capital Management's activist campaign and proxy contest with respect to Turquoise Hill's contested 2020 annual and special meeting.
BMO Capital Markets
Acted for BMO Capital Markets, in its fairness opinion to the board of directors of Equinox Gold Corp., regarding its plan of arrangement with Leagold Mining Corporation.
Mantle Ridge LP
Acted for Mantle Ridge LP in its accumulation of a material equity stake in Aramark and subsequent agreement with Aramark providing for the appointment of 6 new directors, including John Zillmer who was also appointed CEO, and Paul Hilal, founder and CEO of Mantle Ridge LP, who was also appointed as Vice Chairman of the board.
BMO Capital Markets
Acted for BMO Capital Markets in connection with substantial issuer bids by each of Power Corporation and Power Financial Corporation by way of a modified Dutch auction.
Lundin Mining Corporation
Acted for Lundin Mining Corporation in its AUD$4.3-million subscription for 14.3% of the shares of PolarX Limited, which secures an option for Lundin Mining to earn a 51% interest in PolarX's Stellar Project by staged spending of US$24 million on exploration and staged payments to PolarX of US$20 million over three years.
M&G Investment Management Limited
Acted for M&G Investment Management Limited, a U.K.-based investment manager with US$338 billion of assets under management, in its proxy campaign with respect to Methanex Corporation at the company's 2019 annual general meeting. The contest was successfully settled with M&G gaining two seats on the board of Methanex.
Cornerstone Capital Resources Inc.
Acted for Cornerstone Capital Resources Inc. in its merger with SolGold plc under a court-approved plan of arrangement, consolidating ownership of the Cascabel project in northern Ecuador.
Cornerstone Capital Resources Inc.
Acted for Cornerstone Capital Resources Inc. in its successful defence of the hostile bid launched by SolGold plc for Cornerstone, including Cornerstone's proposed requisition of a meeting of SolGold to change the board of SolGold.
SPS Commerce, Inc.
Acted for SPS Commerce, Inc., an American retail cloud services company, in its US$49-million acquisition of InterTrade Systems Inc., a Canadian SaaS commerce technology solutions company, from mdf commerce inc.
Camac Partners, LLC
Acted for Camac Partners, LLC, in its shareholder engagement with Gold Reserve Inc. regarding board composition, governance and strategic matters.
Kroll, LLC
Acted for Kroll, the independent financial advisor to Hut 8, in connection with its merger with U.S. Data Mining Group, Inc. doing business as US Bitcoin Corp, to establish “New Hut”, a large scale, publicly traded Bitcoin miner.
Aecon Group Inc.
Acted for Aecon Group Inc. in the sale of its Aecon Transportation East roadbuilding, aggregates and materials business in Ontario to Green Infrastructure Partners Inc. for C$235 million in cash.
Legion Partners Asset Management
Acted for U.S. activist shareholder Legion Partners Asset Management in connection with its campaign for operational change and board seats on the board of Primo Water Corporation, a TSX-NYSE listed pure-play water solutions provider in North America and Europe. Legion’s campaign included the commencement by Legion of an oppression Application in the Superior Court of Ontario concerning the legality of Primo’s Advance Notice By-Laws. It culminated in an agreement to appoint two Legion nominees to the Primo board and Primo agreeing to adopt certain corporate governance enhancements, including changes to its advance notice bylaw provisions.
Aecon Group Inc.
Acted for Aecon Group Inc. in the C$150-million strategic preferred equity investment in Aecon Utilities Group Inc. by funds managed by the Power Opportunities strategy of Oaktree Capital Management, L.P.
Partners Value Investments LP and Partners Value Investments Inc.
Acted for the special committees of Partners Value Investments LP and Partners Value Investments Inc. in a reorganization with Partners Limited, to be implemented by way of a court-approved plan of arrangement.
Camac Partners, LLC
Acted for Camac Partners, LLC in connection with its shareholder engagement with Rocky Mountain Liquor Inc. regarding board composition, governance and strategic matters, which culminated in an agreement to appoint two of Camac’s nominees to the Rocky Mountain board.
New Gold Inc.
Acted for New Gold Inc. in its US$255-million partial repurchase of a free cash flow royalty interest in New Afton mine from its strategic partner, Ontario Teachers’ Pension Plan, reducing the royalty to 19.9%.
Riot Platforms Inc.
Acted for Riot Platforms Inc. in connection with its strategic pursuit of change at Bitfarms Ltd., including its shareholder meeting requisition and successful challenge to Bitfarms' 15% trigger poison pill at the Ontario Capital Markets Tribunal, which culminated in the parties entering into a settlement agreement and Riot's director nominee being appointed to Bitfarms' board.
Generac Power Systems, Inc.
Acted for Generac Power Systems, Inc. in its purchase of Powerplay Battery Energy Storage Systems, a division of SunGrid Solutions Inc.
Sleep Country Canada Holdings Inc.
Acted for Sleep Country Canada Holdings Inc. in its C$1.7-billion sale to 16133258 Canada Inc., a newly-formed and wholly owned subsidiary of Fairfax Financial Holdings Limited, implemented by way of a court-approved plan of arrangement under the Canada Business Corporations Act.
Whitefort Capital Management, LP
Acting for Whitefort Capital Management, LP in its shareholder engagement with Arbutus Biopharma Corporation regarding strategic direction and capital allocation.
Riot Platforms Inc.
Acted for Riot Platforms Inc., a Bitcoin mining and digital infrastructure company, in connection with its successful application to the Capital Markets Tribunal of Ontario to cease trade the 15% trigger poison pill adopted by Bitfarms Ltd., a Toronto-based bitcoin mining company, in response to Riot’s unsolicited strategic pursuit of Bitfarms and shareholder meeting requisition.
Aecon Utilities Group Inc.
Acted for Aecon Utilities Group Inc., in its acquisition of Xtreme Powerline Construction, an electrical distribution utility contractor, for US$73 million with the potential for additional contingent proceeds.
Mantle Ridge LP
Acting for Mantle Ridge LP on an activist engagement relating to Air Products and Chemicals Inc.
Stonehouse Capital Management Inc.
Acting for Stonehouse Capital Management in connection with Stonehouse’s successful engagement with D-Box Technologies Inc. for board change.
Engine Capital LP
Acted for U.S. activist shareholder Engine Capital LP in connection with its successful proxy contest at Dye & Durham Limited, a TSX-listed global provider of legal software and technology solutions, resulting in the election of Engine’s entire slate of six directors to the seven-person board and the resignation of the incumbent CEO.
Rogers Communications Inc.
Acting for Rogers Communications Inc. in its C$4.7 billion acquisition of BCE Inc.’s ownership stake in Maple Leaf Sports and Entertainment.
Dec. 19, 2024 - Despite a strong start to the year, activist activity in Canada in 2024 tapered to pre-pandemic levels. This reversion to more historic annual totals follows a notable resurgence of shareholder demands directed at Canadian public companies in 2023, when shareholder engagement reached its highest...
Capital Markets Tribunal Establishes New Framework for Evaluating Poison Pills
Nov. 21, 2024 - The Ontario Capital Markets Tribunal recently released its highly anticipated reasons for cease trading a shareholder rights plan adopted by Bitfarms Ltd. (Bitfarms) with a 15% trigger (15% Rights Plan). In Riot Platforms, Inc. v. Bitfarms Ltd., 2024 ONCMT 27, the Tribunal exercised its...
Taking AIM at the Mithaq Decision: A Critique
May 28, 2024 - The recent decision of the Ontario Capital Markets Tribunal to allow a defensive private placement amidst a battle for control places another nail in the coffin for hostile bids in Canada In a perplexing decision, Mithaq Canada Inc (Re), the Ontario Capital Markets Tribunal upheld...
Aaron Atkinson in Lexpert Special Edition: Finance and M&A on Dealmaking in 2024
Apr. 25, 2024 - Aaron Atkinson was featured in a recent article with Lexpert Special Edition: Finance and M&A, discussing how likely interest rate cuts and falling inflation will boost M&A in 2024. The article delves into how the 2024 M&A landscape in Canada faces uncertainties following a slow 2023, but...
Activist Investor Conference, “Are You Equipped for Conflict? Prevailing in High Stakes Battles”; New York, NY
Mar. 21, 2024
Jan. 26, 2024 - Important guidance on “acting jointly or in concert” in a proxy contest was provided by the British Columbia Securities Commission (Commission) in NorthWest Copper Corp. (December 22, 2023). The Commission declined to find a joint actor relationship between a dissident and another...
Governance Insights: 10 Trends that GCs and Boards Need to Know
Jan. 24, 2024 - The latest edition of Davies’ Governance Insights is now available. In this issue, we explore 10 important trends that will help general counsel and boards navigate the year ahead. In order to help you with your strategic and compliance planning, we discuss issues including the...
Jan. 10, 2024 - What is a spurned seller’s recourse when a buyer walks away from a deal in breach of the purchase agreement? In private M&A, the answer is reasonably straightforward: sue the buyer to close the deal or to recover damages. In public M&A, however, the answer is murky at best. The problem arises...
Dec. 07, 2023 - It has been one year since OpenAI released ChatGPT, arguably catalyzing today’s new wave of interest in AI. This surge of interest is driving substantial investments in AI technologies and a heightened urgency to address the use and regulation of AI. In today’s environment, where business teams...
Guide to Shareholder Activism and Proxy Contests in Canada
Nov. 16, 2023 - Davies’ Shareholder Activism and Proxy Contests in Canada guide draws on our market-leading expertise to offer our insights on the principal legal and practical considerations for both activists and target companies, as well as notable recent developments and key differences between...
As the Pandemic Abates, Activists Advance: Shareholder Activism Rebounds in Canada
Oct. 20, 2023 - Canadian shareholder activism continued its post-pandemic resurgence into the first half of 2023. Emerging trends include the “activist swarm,” where multiple—yet uncoordinated—activists converge on a single target with competing demands. Activism has also been on the rise in response to M&A...
Time (and Process) of the Essence: Ontario Court Accelerates Timing of Requisitioned Meeting
Feb. 08, 2023 - A recent decision of the Ontario Superior Court of Justice represents a rare victory for activists in overturning a target board’s proposed timing for setting a requisitioned meeting. While Canada is generally viewed as an activist-friendly jurisdiction, due in part to the relative ease with which...
Davies Governance Insights – September 2022, contributor
Sept. 06, 2022 - Davies Governance Insights analyzes the top trends and issues most important to Canadian public companies and provides practical guidance for boards to meet these challenges head on. In this edition: Ten Regulatory and Judicial Developments That GCs and Boards Need to...
10 Years After: The Proxy Contest at Pacific Railway Reverberates to This Day
June 09, 2022 - In this article originally published in Insightia Monthly, Patricia Olasker and Aaron Atkinson, who acted on opposing sides of the Pershing Square/Canadian Pacific proxy contest, reflect on the lasting impact of the landmark event a decade on. Download the article.
If It Ain’t Broke… Davies Comments on Draft Capital Markets Act
Feb. 25, 2022 - Davies has submitted a comprehensive comment letter on a new Capital Markets Act (CMA) proposed by the Ontario Ministry of Finance, on the recommendation of the Capital Markets Modernization Taskforce, to replace the Ontario Securities Act. Although some modifications to Ontario...
Public Mergers and Acquisitions in Canada: Overview, co-author
Nov. 01, 2021 - Practical Law – Mergers and Acquisitions Global Guide (Thomson Reuters)
Read the chapter.
Canadian Mergers & Acquisitions: A Guide for Foreign Investment Banks and Bidders, 9th Edition
June 01, 2021 - Davies’ Canadian Mergers & Acquisitions draws on our multijurisdictional M&A experience to offer clear guidance on both the legal framework and the practical aspects of Canadian mergers and acquisitions, including critical tax and regulatory considerations. The recently updated guide is...
Davies Governance Insights 2020, contributor
Oct. 05, 2020 - Davies Governance Insights 2020 provides a comprehensive analysis of the trends and developments that have shaped the corporate governance landscape and those that are expected to define the next decade. Against the backdrop of the COVID-19 crisis, this year’s report explores key issues...
Davies Highlights Concerns with Proposals to Modernize Ontario’s Capital Markets
Sept. 09, 2020 - Davies has submitted a comprehensive comment letter to the Capital Markets Modernization Taskforce (Taskforce) in response to the consultation report published by the Taskforce on July 9, 2020 (Report). The Taskforce was formed by the Ontario government in February 2020 with a mandate to review...
Aaron Atkinson Discusses the Future of Hostile Bids with The Globe and Mail
June 18, 2020 - Following the recent publication of Davies’ report, The Hostile Bid Is Dead. Long Live the Hostile Bid?, The Globe and Mail featured partner and author Aaron Atkinson for his insights on what lies ahead for Canadian public M&A activity in the post-pandemic world. The Davies report...
The Hostile Bid Is Dead. Long Live the Hostile Bid?
June 15, 2020 - With much of the world focused on the immediacy of the COVID-19 pandemic, including its heavy human and economic toll, we have cast our eyes optimistically on the (near, we hope) future when companies regain sufficient confidence to re-enter the public M&A market in large numbers. Although...
Aaron Atkinson Highlights Need for Improved Corporate Communications in Globe and Mail Op-ed
Jan. 02, 2020 - In an op-ed published in The Globe and Mail, Davies partner Aaron Atkinson sets out communications strategies that boards and management teams can adopt to avoid corporate scandal and promote better decision-making. Read the full article.
Osgoode Professional Development, Advising the Public Company Board of Directors, “Shareholder Activism & Engagement: Strategies and Approaches”; Toronto, ON
Oct. 22, 2019
Davies Governance Insights 2019, contributor
Oct. 03, 2019 - Davies Governance Insights 2019 is a comprehensive report that analyzes the governance trends and issues most important to Canadian public companies. Now in its ninth edition, Governance Insights is designed to be a playbook for navigating the diverse and complex challenges facing...
Osgoode Professional Development, Intensive Course in Canadian Securities Law and Practice, “Mergers & Acquisitions—The Essentials and Emerging Issues”; Toronto, ON
June 12, 2019
May 06, 2019 - A recent decision of the British Columbia Supreme Court in Russell v Synex International Inc. (Synex) validated a dissident’s floor nomination and the subsequent election of an entirely new board. Notably, the dissident cast his votes using the authority given to him by...
Moderator, 13D Monitor, Active-Passive Investor Summit, “Serving on a Board as a Result of an Activist's Initiative”; New York, NY
Apr. 16, 2019
The InterOil Saga Continues: Yukon Court of Appeal Asked to Rule on “Fair Value”
Mar. 21, 2019 - ExxonMobil has filed a notice of appeal to the Yukon Court of Appeal, appealing the lower court’s decision in Carlock v ExxonMobil Canada Holdings ULC. In the decision under appeal, the Yukon Supreme Court sided with dissenting shareholders in determining that the fair value of an...
Canadian Court Awards Significant Premium to Negotiated Deal Price in Determining “Fair Value”
Feb. 27, 2019 - Note: On March 18, 2019, ExxonMobil filed a notice of appeal to the Yukon Court of Appeal. We will be watching the progress of the appeal and will report on the decision once it is released. The 2017 acquisition of InterOil by ExxonMobil continues to generate cases of interest to...
The Canadian Institute of Chartered Business Valuators, 2017 National Business Valuation Conference, “Dual Class Share Structures and Double-Edged Swords: Observations on Value and Governance”; Québec City, QC
June 15, 2017
The Canadian Investor Relations Institute, “Responding to an Activist Shareholder: The Playbook”; Toronto, ON
Jan. 26, 2016
Activist Investing in Canada 2015 Conference, “Proxy Contests and Hostile Take-Over Bids in Canada: A Look at the Facts”; Toronto, ON
Oct. 06, 2015
Chartered Professional Accountants of Canada, Directors Source Webinar Series, “Special Committees: Bulletproofing Your Process”; Toronto, ON
Oct. 30, 2013
Canadian Bar Association, “Panel on Shareholder Activism”; Montréal, QC
Sept. 23, 2013
Finance Executives International Canada, National Conference, “Activist Investing”; Lake Louise, AB
June 06, 2013
Chambers Canada: Canada’s Leading Lawyers for Business—Corporate/Commercial: Ontario
IFLR1000: The Guide to the World’s Leading Financial Law Firms—Mergers and Acquisitions
The Legal 500 Canada—Corporate and M&A (Leading Partner)
The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada—Corporate Commercial Law; Corporate Finance & Securities; Mergers and Acquisitions; Private Equity
Lexpert Special Edition: Agribusiness and Cannabis
Lexpert Special Edition: Finance and M&A
Lexpert Special Edition: Energy and Mining
Lexpert Special Edition: Technology and Health Sciences
The Best Lawyers in Canada—Corporate Governance Practice; Leveraged Buyouts and Private Equity Law; Mergers and Acquisitions Law; Securities Law
Lexpert Rising Stars: Leading Lawyers Under 40
Who's Who Legal: Capital Markets—Debt and Equity; Who's Who Legal: M&A and Governance—Mergers and Acquisitions; Who's Who Legal: Canada—Capital Markets; Mergers and Acquisitions
Ontario, 2001
University of Windsor, LLB (Gold Medallist), 1999
University of Windsor, BA (Hons), 1996
Aaron is an adjunct professor at Osgoode Hall Law School where he teaches the Advanced Business Law Workshop. He has served as a lecturer in Osgoode’s Corporate Remedies LLM course and taught “Mergers and Acquisitions: Emerging Strategies and Regulatory Issues” for the Intensive Course in Canadian Securities Law and Practice, part of Osgoode’s Professional Development Program. Previously, Aaron taught Corporate Finance and M&A for eight years at the University of Windsor Faculty of Law.
