Oaktree Capital Management, L.P. and Kartesia Securities IV S.A.

Acted as Canadian counsel to Oaktree Capital Management, L.P. and Kartesia Securities IV S.A. in the debt restructuring of TSX-listed Foraco International SA, a leading global provider of mineral drilling services incorporated in France, pursuant to which Oaktree and Kartesia received repayment of their senior secured notes, exchanged certain subordinated notes for an equity position in Foraco and entered into a related investor rights agreement.

Affiliates of Sherfam Inc.

Acting for affiliates of Sherfam Inc. in their indirect sale to Red Pine Exploration Inc. of their interest in the Wawa Gold Project in Ontario for consideration of $12.6 million.

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.

Blackstone Tactical Opportunities

Acted for Blackstone Tactical Opportunities in its US$460-million sale with Orion Resource Partners of the gold prepay, stream facilities and an offtake agreement in respect of Lundin Gold Inc.'s Fruta del Norte mine to Newcrest Mining Limited.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its earn-in arrangement with Precipitate Gold Corp. (PGC), under which Barrick was granted the right to acquire a 70% interest in PGC's Pueblo Grande project in the Dominican Republic, and a related subscription for common shares of PGC.

Fortis Inc.

Acted for Fortis Inc. with concurrent offerings of common shares for aggregate proceeds of approximately $1.2 billion. The offerings included a $690-million bought deal in Canada and the U.S. using the multijurisdictional disclosure system, including the exercise by the underwriters of their over-allotment option, and a concurrent $500-million registered direct offering to an institutional investor. Each of the offerings was made pursuant to a prospectus supplement under Fortis' existing base shelf prospectus.

Berkshire Partners

Acted as Canadian counsel to Berkshire Partners in the $800-million sale of Farm Boy, a fast-growing and successful Canadian food retailer, to Empire Company Limited.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with various strategic equity investments in, and negotiations of investor rights agreements with, Midas Gold Corp., Reunion Gold Corporation and Royal Road Minerals.

SmartREIT

Acted for SmartREIT in its $1.1-billion acquisition with Strathallen Acquisitions Inc. of OneREIT.

Optiva Inc.

Acted for Optiva Inc., a digital monetization service provider, in its $68-million rights offering of subordinate voting shares and subsequent $28 million private placement with ESW Capital, LLC. The transaction is the result of a strategic review that was overseen by the Special Committee of Optiva's board of directors.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with its strategic equity investment in Candelaria Mining Corp. and negotiation of an investor rights agreement.

Fortis Inc.

Acted for Fortis Inc. in its $500-million public offering, by way of prospectus supplement, of 2.85% senior unsecured notes due 2023. Fortis established its first cross-border shelf prospectus on November 30, 2016, using the multijurisdictional disclosure system.

Fortis Inc.

Acted for Fortis Inc. in connection with its US$11.3-billion acquisition of Novi, Michigan-based ITC Holdings Corp., the largest independent electric transmission company in the United States.

SunOpta Inc.

Acted for the Special Committee of the Board of Directors of SunOpta Inc. in connection with its strategic alternatives review process which culminated in a US$85-million equity investment by Oaktree Capital Management, L.P. in exchangeable preferred shares of a SunOpta subsidiary with the support of activist shareholders Engaged Capital and Tourbillon Capital.

CIBC Capital Markets, BMO Capital Markets, Scotiabank and TD Securities Inc.

Acted for a syndicate of underwriters, co-led by CIBC Capital Markets, BMO Capital Markets, Scotiabank and TD Securities Inc. in connection with a bought deal public offering of $131.6 million of subscription receipts issued by Crombie Real Estate Investment Trust (Crombie). The net proceeds of the offering will be used to partially finance Crombie's $418-million portfolio acquisition.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with the renewal of its US$500-million base shelf prospectus.

Governance Insights: Nominee Directors – Fiduciary Obligations and the Limits of Information Sharing

Oct. 08, 2024 - The corporate life of a nominee director has been characterized as having the potential to be “neither happy nor long. ” In this Governance Insights article, we discuss the fundamental fiduciary considerations that nominee directors, nominating shareholders and companies should bear in...

Governance Insights: Protecting Information to Protect Process – When is it Appropriate to Restrict a Director’s Access to Board Records?

June 20, 2024 - When is a board of directors permitted to withhold information from one of its members? Although the Canadian corporate statutes generally grant directors a blanket right to inspect board and committee minutes, there is uncertainty as to whether a board could nonetheless withhold from a director...

Canada Is Now Party to the Apostille Convention – A Welcome Change to Facilitate the Use of Public Documents Abroad, co-author

Apr. 01, 2024 - Business Law Today, The American Bar Association
Read the article.

In a Win for Shareholders, B.C. Securities Commission Provides Joint Actor Guidance for Proxy Contests

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...

“Con Ed” Damages in Canadian Public M&A: Revisiting Cineplex v Cineworld in Light of Recent Delaware Case Law

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...

Corporate Transparency Updates for CBCA Corporations: New Reporting and Public Access Rules Effective January 22, 2024

Dec. 20, 2023 - The federal government has set January 22, 2024, as the effective date for new rules that will require non-exempt private corporations existing under the Canada Business Corporations Act (CBCA) to regularly report to Corporations Canada information regarding individuals who have...

Doing Business in Canada 2023, contributor

Nov. 14, 2023 - Davies’ Doing Business in Canada guide provides executives, in-house counsel and foreign investors with an overview of the legal framework governing Canadian business operations and outlines key considerations for investing and conducting business in Canada…

Kraft (Re): Tips from Ontario’s Capital Markets Tribunal—When Is Selective Disclosure in the “Necessary Course of Business”

Nov. 01, 2023 - In a first for Canadian securities laws, on October 20, 2023 Ontario’s Capital Markets Tribunal (Tribunal) released substantive guidance on the meaning of the “necessary course of business” (NCOB) exception to the prohibition against selective disclosure of material non-public information (MNPI)...

Ownership of Privileged Communications in M&A Transactions: Practical Takeaways and Recent Case Law

July 13, 2023 - Can the buyer in a M&A transaction who takes possession of the seller’s or target company’s privileged communications on closing use those communications in a post-closing dispute against the seller? Can the seller assert privilege and demand return of the documents? In Dente v Delta Plus...

OBCA Changes Could Be Used to Restrict Shareholder Rights

Apr. 28, 2023 - The Ontario government introduced an omnibus bill (Bill 91) on April 3, 2023 that proposes both welcome and concerning amendments to the Ontario Business Corporations Act’s (OBCA) regulation of shareholder meetings. The inclusion of a provision that authorizes corporations to limit the...

Québec’s Enterprise Transparency Regime Is Coming Into Force

Feb. 15, 2023 - Amendments to the Act respecting the legal publicity of enterprises (LPA), which require registrants (described below) to declare their “ultimate beneficiaries,” will come into force on March 31, 2023. Corporate ownership transparency requirements are being mandated across Canada to...

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...

Corporate Transparency: What’s Happening Across Canada?

July 12, 2022 - Recent amendments to the Canada Business Corporations Act (CBCA) will require private corporations to report information regarding individuals with significant control to Corporations Canada. These amendments form part of the federal government’s long-term corporate transparency objective...