overview
Paul has a practice focused on mergers and acquisitions, proxy fights, corporate governance, corporate finance and business restructuring, and a broad range of securities and business law matters for both private and public issuers. Paul is the Co-Chair of the firm’s Capital Markets & M&A practice group and leads and coordinates the practice’s efforts across Canada.
His solid experience in securities and business law was gained through years in the private sector as a lawyer specializing in M&A and proxy fights; head of investment banking at a Toronto based brokerage firm; and a senior officer of public and private companies. Paul has also been on a secondment with the Ontario Securities Commission.
Paul’s extensive M&A and corporate finance background includes leading roles in the purchase and/or sale of numerous businesses (both public and private) and capital raising for public and private companies across a wide range of industries, including financial services, technology, natural resources and manufacturing.
Paul is highly regarded for providing trusted counsel on numerous high-profile proxy battles and precedent setting contested transactions and is known as one of Canada’s leading practitioners in this area. He is also recognized for his expertise in successfully dealing with boards of directors, management teams and regulatory bodies. In addition, he has served as a director of ten (10) public companies, including being Chair or a member of the audit, corporate governance and special committees.
Paul is Co-Chair of the firm’s China Practice Group (Ontario) and leads and coordinates the practice’s efforts across the province.
Paul is also a sessional instructor of a course titled "Contested Transactions" at Queen's University Faculty of Law.
Representative Matters
- Advising public company issuers dissidents and investors, across all key industry sectors with respect to numerous high-profile proxy fights and precedent setting contested transactions. These include representing:
- Certain shareholders of Eco Oro Minerals Corp. (TSX:EOM) in connection with a requisitioned shareholders’ meeting to reconstitute the board, various litigation relating thereto and a settlement between Eco Oro and shareholders representing approximately 66.3% of the issued and outstanding common shares of Eco Oro.
- Aurora Cannabis (TSX:ACB) in its unsolicited takeover bid for CanniMed Therapeutics Inc. (TSX:CMED).
- Photon Control Inc. in a proxy fight led by three of the company’s directors in a dispute between a deadlocked board of directors.
- Harrington Global in the successful reconstitution of the boards of Dacha Strategic Metals Inc. (TSXV:DSM) and Longford Energy Inc. (TSXV:LFD).
- The principal shareholder of Goldstone Resources (TSX:GRC) in the successful reconstitution of the board.
- Columbus Gold Corp. (TSX:CGT) (OTCQX:CBGDF) in its successful pursuit of the reconstitution of the board of directors of Eastmain Resources Inc. (TSX:ER-T) and the termination of the CEO of Eastmain.
- Western Wind Energy (TSX:WND) on successful proxy fight defence.
- Advised The Catalyst Capital Group Inc., in its capacity as plan sponsor in the restructuring of Pacific Exploration & Production Corporation, which resulted in the conversion of US$5.5 billion of unsecured listed bonds and bank lender debt into equity, and the funding by Catalyst of US$240 million also converted into equity on closing of the plan.
- Niko Resources Ltd. (TSX:NKO) in connection with its US$340 million senior term loan credit facilities and amendment to the indenture governing its 7% senior secured convertible notes (CAD$115 million).
- Wausau Financial Systems Inc., a subsidiary of Deluxe Corporation (NYSE:DLX), in its acquisition by plan of arrangement of all of the issued and outstanding shares of RDM Corporation (TSX:RC).
- Israel Chemicals Ltd. (TLV:ICL) in the approximately US$164 million acquisition of Allana Potash Corp. (TSX:AAA).
- Petroflow Energy Corporation in the approximately US$200 million acquisition of all the shares of Equal Energy Ltd.; and a related US$51 million defeasance of Equal Energy's (NYSE:EQU) (TSX:EQU) outstanding listed debentures.
- Detour Gold Corporation (TSX:DGC ) in a US$500 million private placement financing of convertible notes.
- Acted for private and public companies and independent directors thereof in connection with corporate governance matters.
- The Bank of Nova Scotia, as administrative agent for a syndicate of lenders that included all six major Canadian banks, along with Desjardins, in negotiating a settlement of the lenders' CAD$369 million loans to Yellow Media Inc. in connection with a CAD$2.4 billion recapitalization transaction pursuant to a plan of arrangement under the Canada Business Corporations Act and a termination and settlement agreement with the lenders under Yellow Media's former credit agreement.
Presentations
Shareholder Activism - Unlocking Shareholder Value, New York, United States
Shareholder Engagement in Canadian Companies 2017, Toronto, Canada
What you need to know about Corporate Governance in 2016
Insider Trading: Tips to Avoid Getting Caught Up in Enhanced Scrutiny by Regulators
Shareholder Activism on the Rise - what you need to know
Shareholder Activism is on the Rise - what you need to know
accessing Asian capital through dual listings on the Hong Kong Stock Exchange
timely disclosure obligations after Coventree
Publications
Protecting Against Shareholder Activism in Uncertain Times
The HBC Privatization: OSC Provides New Guidance For a Special Committee Process and Reconfirms Disclosure Obligations in Conflict of Interest Transactions
Short Selling in Canada: Regulations are Weak and a New Path Forward is Needed to Reduce Systemic Risk
"Acting Jointly or in Concert" – Lack of Clarification and Guidance has Created Unnecessary Legal Wrangling, Particularly in Contested Transactions; A New Path Forward is Needed
In Aurora, Securities Regulators Affirm the New Take-over Bid Regime and Signal that Exemptive Relief under the New Regime will Prove to be Difficult and that Tactical Shareholder Rights Plans may be Extinct
Observations from the Eco Oro Proxy Contest
Canadian M&A Activity Continues to Grow as Securities Regulators Remain Focused on Protecting Minority Shareholders
Ontario Divisional Court Decision Confirms Shareholders' Right to Requisition a Meeting
Government of Canada Provides Valuable Guidance on National Security Review of Foreign Investment in Canada
Hecla Decision—The British Columbia Securities Commission Continues to Narrow the Use of the Public Interest Power
Court of Appeal Overturns Approval of US$2.3 Billion Merger Between InterOil and ExxonMobil
Early Warning Enhancements
For The Times They Are A-Changin: Canadian Regulators Adopt Fundamental Changes to the Take-over Bid Regime
It is Time to Rethink the Use of Fiduciary Out Termination Provisions and the Restriction on Changes in Board Recommendation in Canadian Merger Agreements1
SPACs, The "New" Private Equity Vehicle in Canada – An Asset Class of $800M and Growing
British Columbia Securities Commission Seeks to Limit Exercise of Public Interest Power in the Enforcement Context
Canadian Securities Regulators Propose Significant Harmonized Changes to the Take-Over Bid Rules
The Exercise of the Public Interest Power by the OSC – A New Standard is Needed
The use of fairness opinions in a proxy circular
Ontario Court Rules in Favour of Dissident in Interpreting Provision in Advance Notice Policy—Would Consideration of US Jurisprudence Have Changed the Result?
Augusta decision—the British Columbia Securities Commission holds that the Right of a Shareholder to Tender to a Bid Remains Paramount
Bear Lake Gold Ltd. decision - Ontario Court Supports Existing Practice Regarding The Use Of Fairness Opinions In Plans Of Arrangement
Ontario Court Makes Observations On Purpose Of Fairness Opinions In The Context Of Plans Of Arrangement
The Consequences of Failure to Disclose Material Information – Lions Gate Agrees to Pay SEC Significant Financial Penalty
Concept Capital Management Ltd. v. Oremex Silver Inc. – Ontario Court Sets New Record Date For Shareholders' Meeting to Prevent Manipulation of Voting Process and Orders Appointment of Independent Chair
McMillan releases 2013 Canadian advance notice provisions study
Canadian Securities Regulatory Authorities Propose Two New Approaches to the Regulation of Shareholder Rights Plans – A Clash of Philosophies
Testing the waters: The litigation risk implications of failed say on pay votes for Canadian companies
Advance Notice Provisions: From 0 to 500+ in 20 Months; 2013 Canadian Advance Notice Provisions Study
Regulation of Defensive Tactics: A Possible Third Approach
Securities Regulatory Authorities Propose Two New Approaches to the Regulation of Shareholder Rights Plans – A Clash of Philosophies
CSA Issues Proposed Amendments to Early Warning System
Toronto Stock Exchange and TSX Venture Exchange Issue Joint Consultation Paper on Emerging Market Issuers
Advance Notice By-Laws, Part III – Advance Notice By-Laws Gain Greater Acceptance in Canada; Sample Updated By-Law
Role of Shareholders in Corporate Governance
British Columbia Court of Appeal Allows Mason's Requisitioned Meeting – Legislatures, Not courts, Should Address "Empty Voting" Concerns
Trading by Insider Contrary to the Public Interest, but not in Breach of Securities Legislation – Analysis of Whether a Person is in a "Special Relationship" – Re Donald Decision
Advance Notice By-Laws, Part II – the Mundoro Capital Decision
Defensive Tactics – Public Interest Powers of Securities Regulatory Authorities Continue to Evolve – the Fibrek Decision
Advance Notice By-Laws – a Tool to Prevent a Stealth Proxy Contest or Ambush
Timely Disclosure Obligations – Coventree Decision Outlines Guiding Principles
Rights Plans – Not All Shareholder Approvals are Equal
Time to Update Policy on Defensive Tactics
News
McMillan Changing the Legal Landscape with Two Significant Cases in Lexpert's Top 10 Cases of 2019-2020
McMillan Recognized for 114 Rankings in the 2021 Edition of Best Lawyers in Canada
COVID-19 Resource Centre
22 McMillan Lawyers Recognized in the 2020 Legal 500: Canada Directory
McMillan Lawyers Recognized in 2019 Lexpert/ROB Special Edition on Canada's Leading Energy Lawyers
71 McMillan Lawyers Named in the 2020 Edition of Best Lawyers in Canada
McMillan Highlighted in both Lexpert's Top 10 Deals and Top 10 Business Decisions
Margaret McNee recognized as Mutual Funds Lawyer of the Year, along with 58 McMillan Lawyers in the 2018 Best Lawyers in Canada Report
McMillan acts on best Cross Border Restructuring Deal of the Year
Paul Davis named on the Canadian Board Diversity Council's Diversity 50 List
61 McMillan lawyers recognized in The Best Lawyers in Canada 2017
Paul Davis quoted in Financial Post article
Paul Davis quoted in National Post article
60 McMillan lawyers recognized in the 10th Edition of The Best Lawyers in Canada
Expert Insight on the First Renminbi Trading Hub in North America
Paul Davis speaks on The Application of the Public Interest in Mergers & Acquisitions panel at Osgoode
Paul Davis quoted in the Financial Post on limiting the OSC's public interest jurisdiction
McMillan lawyers comment on the Augusta decision in the Financial Post
Paul Davis and Brett Harrison quoted in Financial Post
Paul Davis quoted in the Globe and Mail on advance notice provisions
CBC News quotes Paul Davis on stock fraud scams in internet age
Education
- University of Toronto, LLB - 1986
Year Of Call
- Called to the Ontario bar - 1988
Practices
technology
mergers and acquisitions
proxy contests
capital markets
business law
corporate governance
Industries
cannabis practice group
mining
banking, finance and insurance
energy
life sciences
media, communications and entertainment
Teaching Engagements
- Sessional Instructor at Queen's University Faculty of Law for course titled "Contested Transactions".
Awards & Rankings
- Listed in the Legal500 Canada 2021 as a Recommended Lawyer – Corporate and M&A
- Recognized by the Best Lawyers in Canada (2021) as a leading lawyer in the areas of Corporate Law, Mergers & Acquisitions Law and Securities Law
- Listed in the Legal500 Canada 2020 as a “Recommended Lawyer” – Corporate and M&A
- Recognized in the 2019 Lexpert/ROB Energy – Special Edition as one of Canada’s Leading Energy lawyers
- Recognized by Best Lawyers in Canada (2020) as a leading lawyer in the area of Corporate Law
- Recognized in the 2019 Canadian Legal Lexpert Directory as a Repeatedly Recommended lawyer in the area of Corporate Finance & Securities
- Recognized by Best Lawyers in Canada (2019) as a leading lawyer in the area of Corporate Law
- Listed in Best Lawyers in Canada (2018) as a leading practitioner in the area of Corporate Law
Media Mentions
- “Catalyst proposal for HBC lacks credibility” by Andrew Willis, The Globe and Mail, December 3, 2019
- “Canada needs to align short-selling regulations with U.S.”, BNN Bloomberg, November 22, 2019
- “Weak rules make Canada a ‘haven’ for short-sellers, report says” by Greg McArthur, The Globe and Mail, November 20, 2019
- "Skirmishing not over in Eco Oro Minerals saga: Full disclosure is key when private placements become a weapon in proxy battles", Lexpert Magazine, May 2017
- "New Millennium Iron Corp board fends off dissidents in proxy fight" by Peter Koven, Financial Post, March 15, 2016
- "Suncor Energy Inc to weigh options over weekend if it doesn't win over enough Canadian Oil Sands Ltd shareholders" by Yadullah Hussain, Financial Post, January 8, 2016
- "New Millennium Iron Corp shareholders call for drastic changes to directors' expenses" by Peter Koven, Financial Post, January 4, 2016
- "Limiting the OSC's public interest jurisdiction" by Drew Hasselback, Financial Post, September 10, 2014
- "Augusta decision is no prescription for use of poison pills" by Drew Hasselback, Financial Post, July 30, 2014
- "Ontario judges ease the fairness opinion crackdown" by Drew Hasselback, Financial Post, June 11, 2014
- "Advance notice provisions for new director nominations on the rise" by Janet McFarland, The Globe and Mail, August 22, 2013
- "Stock fraud scams tough to combat in internet age", CBC News, August 15, 2013
- "Proxy battles set to heat up" by Drew Hasselback and Peter Koven, SR8, Financial Post, March 5, 2013
- "CSA eyes exemptions allowing investors to buy securities without a prospectus" by Hellen Burnett-Nichols, Canadian Lawyer, June 2012