Advance Auto Parts, Inc.

Acted as Canadian counsel to Advance Auto Parts, Inc. in its US$1.5-billion sale of Worldpac, Inc., a wholesale distributor of quality aftermarket replacement automotive parts, to The Carlyle Group Inc.. 

Outfront Media Inc.

Acted as Canadian counsel to OUTFRONT Media Inc. in the C$410-million sale of its Canadian outdoor advertising business to Bell Media, a wholly-owned subsidiary of BCE.

PSP Investments

Acted for PSP Investments with the establishment of its new wholly-owned subsidiary, Canada Growth Fund Investment Management Inc., and the negotiations with the Government of Canada and Canada Development Investment Corporation in connection with the management of the newly-established $15-billion Canada Growth Fund.

Mondi plc

Acted for Mondi plc, a global leader in the production of sustainable packaging and paper, in its acquisition of the Hinton Pulp mill from West Fraser Timber Co. Ltd. (West Fraser) and its long-term partnership with West Fraser to access local, high-quality fibre from well-established wood basket, as well as with Mondi plc’s plans to invest €400 million in the expansion of Hinton.

Design World LLC d/b/a WTWH Media, LLC

Acted as Canadian counsel to Design World LLC d/b/a WTWH Media, LLC, a Mountaingate Capital portfolio company, in its acquisition via a wholly owned Canadian subsidiary of substantially all the assets of Engineering.com Incorporated, a media website operator focused on engineering related content.

Umicore SA

Acted for Umicore SA/NV, a circular materials technology company headquartered in Belgium, in the development and construction of a first-of-its kind EV battery materials manufacturing plant in Loyalist Township, Ontario, that will be 100% fuelled by renewable energy from the start of production. This project won Infrastructure Deal of the Year at the 2024 Canadian Law Awards. 

Mountaingate Capital

Acted for Mountaingate Capital Management II, L.P. in its strategic investment in Damotech inc., a leading rack safety manufacturer.

Mountaingate Capital

Acted for Mountaingate Capital Management II, L.P. in its strategic investment in Bond Brand Loyalty Group, a leading marketing, customer experience and loyalty software management group.

Investissement Québec

Acted for Investissement Québec, in its own capacity and as agent of the Government of Québec, in the initial C$70-million investment in Équisoft Inc., one of the largest providers of digital solutions in the financial sector, as part of a C$125-million investment with Export Development Canada and Fondaction.

PSP Investments

Acts as regulatory counsel to PSP Investments in the structuring of all its worldwide investments to ensure compliance with the PSPIB Act and Regulations, as well as advising PSP Investments on governance and other commercial and regulatory matters.

Interfor Corporation

Acted for Interfor Corporation in its acquisition for over C$325-million of 100% of the equity interests of Kilmer Group-backed Chaleur Forest Products entities.

Hankook & Company Co., Ltd. and Hankook Tire & Technology Co., Ltd.

Acted as Canadian counsel to Hankook & Company Co., Ltd. and Hankook Tire & Technology Co., Ltd. in their acquisition of an interest in Preciseley Microtechnology Corporation, a developer of optic micro-electromechanical system solutions.

Interfor Corporation

Acted for Interfor Corporation in its $490-million acquisition of 100% of the equity interests of Kelso & Company-backed EACOM Timber Corporation.

Fonds de solidarité des travailleurs du Québec and Investissement Québec

Acted for Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Investissement Québec as private placement subscribers in mdf commerce inc.'s private placement of $52.6 million in subscription receipts in the context of mdf's acquisition of Periscope Intermediate Corporation for a purchase price of approximately US$207.3 million.

Sobeys Inc.

Acted for Sobeys Inc. in the acquisition of a majority interest in Ricardo Media Inc. and in connection with the related shareholders, use of intellectual property and employment arrangements.

Groupe Latécoère

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.

Resolute FP Canada Inc.

Acted for Resolute FP Canada Inc., a subsidiary of Resolute Forest Products Inc., in the sale of its pulp and paper mill located in Thorold, Ontario, to Bioveld Canada Inc., a subsidiary of Riversedge Developments Inc. 

Hypertec Infrastructures Inc.

Acted as lead tax counsel for Hypertec Infrastructures Inc. in the sale of its data center and colocation services business to Vantage Data Centers, one of the world's leading hyperscale data center providers.

PSP Investments

Acted as lead counsel for PSP Investments in (i) its sale to TCorp of a 49% undivided ownership interest in eight hydroelectric generating facilities located on the Abitibi, Seine, Rainy and Winnipeg rivers in the province of Ontario and the Raft Lake, Kettle Falls and Squirrel Falls control dams and 140 km of transmission lines and control systems for these generating facilities, and (ii) the negotiation of the management and co-ownership agreements between the partners.

Driven Brands Inc.

Acted for Roark Capital-backed Driven Brands Inc. in its acquisition of Clairus Canada Group, a major automotive parts, windshield repair and claims management business based in Québec.

Vista Equity Partners

Acted for Vista Equity Partners in its joint investment with TA Associates in Aptean, a leading global provider of mission-critical, industry-specific enterprise software solutions.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec (CDPQ) in (i) the sale of Knowlton Development Corporation's shares to a group of investors, including HarbourVest Partners, LLC, led by Cornell Capital LLC; and (ii) the rollover of CDPQ's shares and additional investment therein.

Michelin Group

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.

Vista Equity Partners III LLC

Acted for Vista Equity Partners in the carve-out sale of the vertical business applications group of its Aptean portfolio companies to a subsidiary of ESW Capital, LLC.

Vista Equity Partners

Acted for Vista Equity Partners in the carve-out by its portfolio company, Aptean, Inc., of its public sector and healthcare business and the merger of that business with Superion, LLC, and TriTech Software Systems Inc. to form one of the largest conglomerates focused specifically on state and local governments in North America.

Caisse de dépôt et placement du Québec

Acted for the Caisse de dépôt et placement du Québec ("CDPQ") in connection with the sale of Atrium Innovations Inc. to Nestlé S.A., for US$2.3 billion. Atrium Innovations Inc. was held by a group of investors that includes Permira Funds, CDPQ and the Fonds de solidarité des travailleurs du Québec (F.T.Q.).

Cincinnati Bell Inc.

Acted for Cincinnati Bell Inc. in its acquisition of OnX Enterprise Solutions, a leading enterprise technology services and solutions provider.

PSP Investments

Acted for PSP Investments in its strategic initiatives with Pattern Energy Group Inc., including (i) the acquisition of a 9.9% interest in Pattern Energy; (ii) the joint venture between PSP and Pattern Energy to co-invest in various renewable projects; (iii) the joint acquisition with Pattern Energy of a 51% and 49% interest, respectively, in the 179 MW Meikle wind project in British Columbia and the 143 MW Mont Sainte-Marguerite wind project in Québec; and (iv) the acquisition of 49% of the Class B interests held by Pattern in the Panhandle 2 wind project in Texas.

Golden Gate Capital

Acted as Canadian counsel to Golden Gate Capital in its acquisition of 20-20 Technologies, Inc.

Caisse de dépôt et placement du Québec, Canada Pension Plan Investment Board and Ontario Teachers' Pension Pla

Acted for Caisse de dépôt et placement du Québec, Canada Pension Plan Investment Board and Ontario Teachers' Pension Plan in connection with a $340-million private placement of subscription receipts for the partial financing of Intact Financial Corporation's US$1.7-billion proposed acquisition of OneBeacon Insurance Group, Ltd.

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.

TeleTech Holdings, Inc.

Acted for TeleTech Holdings, Inc., a leading global provider of customer experience, engagement and growth solutions, in connection with its $59-million acquisition of Atelka Enterprise Inc., a Québec-based customer experience provider of services to leading Canadian telecom, logistics and entertainment companies.

PPG Industries 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.

Caisse de dépôt et placement du Québec

Acted for the Caisse de dépôt et placement du Québec in connection with its initial $25-million investment in LASIK MD, Canada's largest vision correction leader, to help finance the acquisition of a minority interest in Vision Group Holdings, an American leader in vision correction, as well as its undertaking to provide for additional investments to finance future acquisitions.

Vista Equity Partners III, LLC

Acted for Vista Equity Partners portfolio companies in connection with (i) an acquisition by Aptean, Inc., 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.

Novacap Industries III, L.P.

Acted for Novacap Industries III, L.P. in connection with the sale to Arlon Capital Partners of its interest in Idaho Pacific Holdings, Inc. and AgraWest Foods Ltd., manufacturers of dehydrated potato products.

Peds Legwear Inc.

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

Énergir Inc.

Acted for Énergir Inc. in connection with its issuance by way of private placement of (i) $800-million principal amount of short-term promissory notes to Canadian institutional investors under its commercial paper program; (ii) $100-million principal amount of 1.52% Series S senior secured obligations due in 2020 to Canadian institutional investors; (iii) $100-million principal amount of 3.30% Series R senior secured obligations due in 2045;  (iv) US$100-million principal amount of 3.22% senior secured notes due in 2024 to U.S. institutional investors; (v) $125-million principal amount of 3.28% Series T First Mortgage Bonds due 2046; and (vi) $200 million Series U first mortgage bonds due 2047.

Royal Greenland Seafood A/S

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

The Aldo Group Inc.

Acted for The Aldo Group Inc. in connection with the sale of its Little Burgundy division to a Canadian subsidiary of Genesco Inc., a U.S. public company.

Felda Global Ventures Holdings Sdn. Bhd.

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.

PSP Investments

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.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec, Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Fonds de solidarité FTQ investissements croissance I, s.e.c. in connection with the sale of the shares held by all shareholders of Distech Controls Inc. for approximately $318 million, to Acuity Brands, Inc., a NYSE-listed leading provider of lighting solutions.

Zoom Media Group Inc.

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.

Frutarom Industries Ltd.

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.

Logibec Inc.

Acted for the management team of Logibec Inc. in connection with the sale of Logibec Inc.'s shares to US private equity firm GI Partners. Logibec is a leading Canadian healthcare IT company specializing in the development, marketing, implementation and support of clinical and administrative information systems for the health and social services sectors.

Zoom Media Group Inc.

Acted for Zoom Media Group Inc., the largest targeted lifestyle media in Canada, in connection with its corporate matters and acquisitions.

Vision 7 International ULC

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.

Selex Sistemi Integrati S.P.A.

Acted for Selex ES Ltd, a subsidiary of Leonardo S.p.A. 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.

Nordion Inc.

Acted for the Special Committee of the Board of Directors of Nordion Inc., a publicly-traded company based in Ottawa, Canada, in connection with its purchase by Sterigenics, a global leader in sterilization services and a portfolio company of GTCR LLC, a leading private equity firm based in Chicago, for US$826 million. Nordion is one of the world's leading producers of medical isotopes and sterilization technologies.

WSP Global Inc.

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.

TransMontaigne Inc.

Acted as Canadian counsel to 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.

Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Caisse de dépôt et placement du Québec

Acted for Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Caisse de dépôt et placement du Québec in connection with the acquisition by the Permira funds of the shares of Atrium Innovations Inc. for approximately $1.1 billion by way of a plan of arrangement.

Vista Equity Partners III

Acted as Canadian counsel for Vista Equity Partners in connection with its acquisition of Qualcomm Inc.'s North and Latin American transportation and logistics business, Omnitracs Inc., for US$800 million.

Shareholders of MIP Inc. and M.I.P. Global Inc.

Acted for the shareholders of MIP Inc. in connection with the sale to Banyan Capital Partners of a majority interest in MIP Inc., a manufacturer and distributor of textile and related products for the health care industry in North America, Europe, South America, Australia and Asia. In addition to its Canadian operations, the acquired business of MIP includes subsidiaries in Germany, the UK, China and Peru.

Fonds de solidarité des travailleurs du Québec (F.T.Q.) et al.

Acted for Fonds de solidarité des travailleurs du Québec (F.T.Q.), Caisse de dépôt et placement du Québec, Enertech Capital Partners IV L.P., Export Development Canada, Fonds de solidarité FTQ investissements croissance I s.e.c., SVIC No. 25 New Technology Business Investment L.L.P. and Investments W2 Inc. in connection with their investment in the share capital of Distech Controls Inc., a Québec private company held by Étienne Veilleux and Technovator International Limited.

PPG Industries

Acted as Canadian counsel for PPG Industries in connection with its $1.05-billion acquisition of the North American architectural coatings business of AkzoNobel N.V.

Veolia Transdev

Acting for Veolia Transdev, the world's leading private player in the field of sustainable transport, in connection with its Canadian operations and acquisitions.

Mill Road Capital, L.P.

Acted for Mill Road Capital, L.P. in connection with its acquisition of PRT Growing Services Ltd. for $45.6 million.

Dassault Systèmes SE

Acted for Dassault Systèmes SE 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.

Desjardins Société financière Inc.

Acted for Desjardins Société financière Inc., a wholly owned subsidiary of Fédération des caisses Desjardins du Québec in connection with Fiera Sceptre's $309.5-million acquisition of Natcan Investment Management Inc.

Zoom Media Group Inc.

Acted for Zoom Media Group Inc., the operator of a worldwide digital and fixed media network, in connection with an additional equity investment by its existing shareholders, members of the de Gaspé Beaubien family and ABS Capital Partners, a leading U.S. growth equity firm.

HRT Participacoes em Petróleo S.A.

Acted for HRT Participacoes em Petróleo S.A., one of the largest independent oil and gas exploration and production companies in Brazil, in connection with its Canadian corporate, securities and other regulatory matters.

Infu-Capital, S.C.R. de Régimen Simplificado, S.A.U.

Acted for Infu-Capital, S.C.R. de Régimen Simplificado, S.A.U., a Spanish entity part of Grupo Fuertes, in connection with its private financing of Québec-based Prevtec Microbia Inc.

Sigdo Koppers

Acted as Canadian counsel to Sigdo Koppers, a Chilean industrial engineering conglomerate, in connection with its US$790-million acquisition of Magotteaux Group, a Belgian mining and cement services company.

Baosteel Resources International Co., Ltd.

Acted for Baosteel Resources International Co., Ltd., part of The Baosteel Group and one of the largest steel producers in China and worldwide, in connection with its investment in Noront Resources Ltd., by way of a private placement.

Novacap Industries III, L.P.

Acted for Novacap Industries III, L.P., a leading Canadian private equity and venture fund, in connection with its US$87-million acquisition of Idaho Pacific Holdings, Inc. and its Canadian and U.S. subsidiaries.

Vista Equity Partners and P2 Energy Solutions

Acted for Vista Equity Partners, a leading US private equity firm, and P2 Energy Solutions, one of Vista Equity's portfolio companies, in connection with the acquisition by P2ES Holdings, Inc. of the assets of WellPoint Systems Inc. and of its Canadian and US subsidiaries out of receivership for an approximate consideration of US$36 million plus the assumption of certain liabilities.

François de Gaspé Beaubien, Leonard Schlemm, Vanedge Capital Inc. and Sheldon and Stuart Elman

Acted for François de Gaspé Beaubien, Leonard Schlemm, Vanedge Capital Inc. and Sheldon and Stuart Elman, in connection with their investment in Sava Transmedia Inc., a new entity in the Québec video game industry.

Huntsman Gay Global Capital, LLC

Acted for Huntsman Gay Global Capital, LLC, a leading US private equity fund, in connection with its acquisition of a 70% interest in iCongo, Inc.

Logibec Groupe Informatique Ltée

Acted for the majority shareholder of Logibec Groupe Informatique Ltée in the $231 million takeover bid of Logibec by a subsidiary of OMERS Private Equity Inc.

TD Securities Inc.

Acted for TD Securities Inc. as dealer manager in a rights offering of Fibrek Inc.

Mill Road Capital, L.P.

Acted for U.S.-based private equity firm Mill Road Capital, L.P. in its successful "white knight" bid for Cossette Inc. for approximately $134 million.

Bill S-285: A Canadian Contribution to the Stakeholder Governance Debate

June 11, 2024 - Senator Julie Miville-Dechêne recently introduced the 21st-Century Business Act (Bill S-285), a Senate public bill that proposes substantive amendments to the Canada Business Corporations Act (CBCA). The legislative proposal seeks to define the “purpose” of business corporations...

Investing In… 2024: Canada chapter, co-author

Jan. 01, 2024 - Chambers Global Practice Guides (Chambers and Partners)
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Investing In… 2023: Canada chapter, co-author

Jan. 19, 2023 - Chambers Global Practice Guides (Chambers and Partners)
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Canada Chapter, The International Comparative Legal Guide to Corporate Governance, co-author

July 01, 2019 - Global Legal Group, 12th ed.
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Davies Governance Insights 2018

Oct. 03, 2018 - Davies’ annual Governance Insights reports analyze the top governance trends and issues important to Canadian boards, senior management, in-house counsel and governance observers...

Dell Women Entrepreneur Network’s 2018 Summit, “Legal Issues that Matter Most to Women Entrepreneurs”; Toronto, ON

July 17, 2018

Davies Governance Insights 2017

Oct. 02, 2017 - Davies Governance Insights 2017 provides analysis of the top governance trends and issues important to Canadian boards, senior management and governance observers. The 2017 edition provides readers with Davies’ take on important topics ranging from shareholder engagement and activism to...

Canadian Securities Regulators Adopt Changes to Early Warning Rules

Feb. 26, 2016 - The Canadian Securities Administrators (CSA) announced yesterday the adoption of amendments to the early warning rules. The CSA received extensive comments from market participants and industry groups in response to the original proposals, which had been published in March 2013. In response to...

Take-over Bid Code Reset: 50-10-105

Feb. 25, 2016 - The Canadian Securities Administrators (CSA) have announced today the final adoption of previously proposed amendments to Canada’s take-over bid regime. The new rules are designed to shift the balance of power between target boards and shar‎eholders by extending the minimum bid period...

2015 Federal Budget Promises to Modernize Corporate Governance Framework for CBCA Companies

Apr. 21, 2015 - Gender Diversity “Comply or Explain” Disclosure Required  The federal government announced today as part of its 2015 budget that the 2015 Economic Action Plan will include proposed amendments to the Canada Business Corporations Act (CBCA) to promote gender diversity in...

50-10-120: A New Code for Hostile Bids

Mar. 31, 2015 - Please note: An updated and more comprehensive discussion of this topic is available in Canadian Securities Regulators Chart New Course for Regulation of Hostile Take-over Bids. The Canadian Securities Administrators (CSA) published today for comment proposed rules to...