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John Clifford is a highly experienced business lawyer, with recognized expertise in cross-border mergers and acquisitions (M&A), corporate governance and antitrust / competition law. Service oriented and client-focused, John advises some of the word’s best-known Europe- and Asia-based automotive companies, as well as clients in the franchising, technology and manufacturing industries. He is the national leader of the firm’s Business Law Group.

In addition to assisting Canadian and international clients on domestic and cross-border mergers, acquisitions and divestitures, John provides counsel on debt financings and complex re-organizations. He also advises on establishing new businesses in Canada, including on compliance with Canada’s foreign investment review legislation and franchise law.

Internationally acknowledged for his proficiency, John is recognized by Who’s Who Legal as a global leader in M&A. He is also co-chair of a task force that is updating the American Bar Association’s model asset purchase agreement.

As a member of the firm’s Equity, Diversity & Inclusion Council, John represents McMillan on the national Law Firm Diversity and Inclusion Network. In 2020, he was recognized for the fourth consecutive year on the prestigious global list of OUTstanding Leading LGBT+ Executives, in recognition of his business achievements and impact on LGBT inclusion within McMillan and externally.



Representative Matters

  • Led deal teams across the country on numerous transactions in a variety of industries (such as agricultural products, aircraft parts, airlines, automobile parts, business services, chemicals, conferences and trade shows, cloud hosting services, energy, forest products, medical devices, newspaper publishing, product distribution, health services, oil & gas services, pharmaceutical distribution, technology,  vehicle assembly and water supply), including:
    • Represented Canadian, US and UK-based private equity firms on numerous acquisitions and divestitures and portfolio company bolt-on transactions
    • Represented a UK-based public company on its acquisition of a North American distributor of electronic equipment and musical instruments
    • Represented a developer of solar energy systems on numerous acquisitions of and investments in solar projects
    • Represented a pharmaceutical distributor on its entry into Canada and acquisition of distributors across the country
    • Represented a global aircraft manufacturer on the potential acquisition of a Canadian technology company
  • Advised numerous Canadian businesses (and their international parent organizations) on the design and implementation of complex reorganizations
  • Advised numerous domestic and international clients on Competition Act-related matters, such as:
    • Obtaining regulatory clearances for 100s of mergers
    • Responding to Competition Bureau investigations into alleged cartels, abuse of dominance and other matters
    • Represented auto parts manufacturer in its application for leniency in connection with cartel investigation and its defense of related class actions
    • Represented a book publisher on class actions and other competition-related matters relating to the distribution of eBooks
    • Represented an Asian-based electronics manufacturer on class actions and other competition-related matters relating to the distribution of various products in Canada
    • Advised a Hollywood-based film studio on its successful defense of a Competition Bureau investigation into the distribution of films in Canada
    • Advised numerous other businesses and trade associations on Competition Act compliance-related matters


Speaking Engagements

What Do I Do? Practical Tips for Young Lawyers CBA Competition Law Section's Young Lawyers Committee

April 24, 2020

The Impact of COVID-19 on your Workforce in Canada McMillan Webinar

April 8, 2020

"Essential" Workplaces and Services – A National Roundup and Best Practices for Managing Business Closures McMillan Webinar

April 1, 2020

Strategies to Retain and Promote Women in M&A ABA Mergers & Acquisitions Committee, American Bar Association, Business Law Section Spring Meeting, Vancouver, BC

March 2019

North American M&A – Perspectives from across the Pond Practical Law, International Mergers and Acquisitions Conference 2018, London, UK

November 2018

Gender Bias in M&A: Guerrilla Warfare and Counterstrike Women Deal Lawyers Forum, Dallas, Texas

October 2018

Current Practice Trends in Canadian Private M&A Agreements: A Look at Practical Law's What's Market Canadian Bar Association, OBA Business Law Program, Toronto, Ontario

May 2017

Current Practice Trends in Canadian Private M&A Agreements: A Look at Practical Law's What's Market Canadian Bar Association, BC Branch, Vancouver, British Columbia

May 2017

Locked Box or Post-closing Purchase Price Adjustments? ABA Mergers & Acquisitions Committee, International M&A Subcommittee American Bar Association, Business Law Section Spring Meeting

April 2017

Multijurisdictional Transactions and Trends in International M&A Practical Law, Mergers & Acquisitions Conference 2016, London, UK

November 2016

US Deal Trends Coming to Canada Ontario Bar Association, Global Law Day, Toronto, Ontario

September 2016

Doing a Deal in Canada: What you Need to Know McMillan LLP (Webinar), Toronto, Ontario

April 2016

Canadian M&A Deal Trends The American Lawyer Presents: Global M&A Playbook, The University Club, New York

October 28, 2015

M&A Trends and Outlook for 2015 Practical Law, Toronto

June 2015

Enhancing Deal Certainty in Cross Border Investments Inter-Pacific Bar Association Annual Meeting, Hong Kong

May 2015

Trends in Negotiation Deal Terms: ABA 2014 Canadian Private Target Mergers & Acquisitions Deal Points Study Ontario Bar Association, Business Law Breakfast Forum

April 2015

Let's Be Honest: The New Canadian Duty of Honesty in Contractual Performance McMillan Webinar

January 2015

Update on Distribution and Pricing Practices Ontario Bar Association

June 2014

The Six-Minute Business Lawyer: Trends in Purchase and Sale Agreements The Law Society of Upper Canada

June 2014

Gay Marriage and the Repeal of DOMA: What Every Business Lawyer Needs to Know American Bar Association, Section of Business Law Spring Meeting

April 2014

What's Market for that M&A Deal? : ABA 2012 Canadian Private Target Mergers & Acquisitions Deal Points Study Canadian Bar Association, Annual Meeting

August 2013

Trends in Negotiation Deal Terms: ABA 2012 Canadian Private Target Mergers & Acquisitions Deal Points Study Ontario Bar Association, Business Law Breakfast Forum

April 2013

Mergers, Competitor Collaborations and Distribution Practices in the US and Canada American Bar Association Annual Meeting

August 2011

Antitrust Hot Topics: What the Business Lawyer Needs to Know Antitrust Committee, Section of Business Law, American Bar Association

April 2011

20 Highlights from the ABA 2010 Canadian Private Target Mergers & Acquisitions Deal Points Study Mergers & Acquisitions Committee, Section of Business Law, American Bar Association

January 2011

Trends in Negotiated Deal Terms: ABA 2010 Canadian Private Target Mergers & Acquisitions Deal Points Study Ontario Bar Association, Business Law Breakfast Forum

December 2010

Highlights from ABA 2010 Canadian Private Target Mergers & Acquisitions Deal Points Study Mergers & Acquisitions Committee, Section of Business Law, American Bar Association

August 2010

An Antitrust Round-Up for the Business Lawyer: What's New or Developing in the US, Canada, Europe and Beyond Antitrust Committee, Section of Business Law, American Bar Association

April 2010

Competition Law: Recent Developments Canadian Corporate Counsel Association

October 2009

Cross-Border Acquisitions and the Impact of US Regulations Global Business Law Forum, Section of Business Law, American Bar Association

June 2009

Canadian and European M&A Market Trends Mergers & Acquisitions Committee, Section of Business Law, American Bar Association

April 2009

Trends in Negotiated Deal Terms: ABA 2008 Canadian Private Target Mergers & Acquisitions Deal Points Study Canadian Corporate Counsel Association, National Spring Conference

April 2009

Trends in Negotiated Deal Terms: ABA 2008 Canadian Private Target Mergers & Acquisitions Deal Points Study Securities Superconference, Canadian Institute

February 2009

ABA – 2008 Canadian Private Target Mergers & Acquisitions Deal Points Study Ontario Bar Association, Business Law Section

November 2008

Best Practices for Presenting Your Merger to Antitrust Regulators Antitrust Committee, Section of Business Law, American Bar Association

August 2008

News


Rankings & Recognition

  • Listed in Who’s Who Legal: Canada 2020 as a leader in M&A
  • Recognized in the 2020 Canadian Legal Lexpert Directory as a Repeatedly Recommended lawyer in the area of Corporate Mid-Market
  • Listed in Who’s Who Legal: Canada 2019 as a leader in Mergers & Acquisitions
  • Recognized by the 2019 Lexpert Guide to the US/Canada Cross-Border Lawyers in Canada as a leading Canadian lawyer in cross-border practices
  • Recognized in the 2019 Canadian Legal Lexpert Directory as a Repeatedly Recommended lawyer in the areas of Competition Law, Corporate Commercial Law and Corporate Mid-Market
  • Recognized in the Lexpert Report on Business on Corporate 2019 – Special Edition, as one of Canada’s Leading Corporate Lawyers
  • Listed in Who’s Who Legal Canada: 2018 as a leader in M&A
  • Recognized in the 2018 Canadian Legal Lexpert Directory as a Repeatedly Recommended lawyer in the areas of Corporate Mid-Market and Corporate Commercial Law
  • Ranked by Lexpert Guide (2018) as a leading US/Canada Cross-Border Lawyer in Canada
  • Lexpert Report on Business 2018 – Special Edition recognizes John as one of Canada’s leading corporate lawyers
  • Who’s Who Legal recognizes John as one of the top M&A lawyers in Canada (The International Who’s Who of Mergers & Acquisitions Lawyers) and a leading business lawyer (The International Who’s Who of Business Lawyers), and states that John is “top notch by all accounts”, “very client focused” and “always delivers”
  • Canadian Legal Lexpert Directory repeatedly recommends John in the area of Corporate Mid-Market
  • Expert Guides recognizes John as a leading M&A expert and competition law expert
  • Intercontinental Finance Magazine includes John in its list of the Top 500 lawyers in the world
  • John is or has recently been recognized as a leading antitrust/competition lawyer in Best Lawyers, Chambers Global, Euromoney’s Guide to the World’s Leading Competition and Antitrust Lawyers and PLC’s Which Lawyer?
  • In 2017, 2018, 2019 and 2020, John was named to the list of OUTstanding Leading LGBT+ Executives, as presented by the Financial Times (2017 and 2018) and Yahoo Finance (2019 and 2020)
  • In 2016, John was selected by Out On Bay Street to receive a “Leaders To Be Proud Of” Award in recognition of exemplary achievement and community service within the LGBTQ community
  • John received a 2016 Lexpert Zenith Award: Celebrating Diversity and Inclusion

 


Community Involvement

  • 2016 – present, Director of the Multiple Sclerosis Society of Canada (National Board)
  • From 2001 – 2014, John was an active volunteer with the Multiple Sclerosis Society of Canada, serving as a director of Society’s Ontario Division board, and during the period as a director of its National board, Chair of the Ontario Division board and a member of numerous board Committees and Committee Chair roles
  • In 2007, John founded exeQutive, a forum for LGBT business leaders in Toronto, a group that he continues to lead

Directorships & Affiliations

  • American Bar Association – Business Law Section
    • Founding Chair – M&A Committee Canadian Deal Points Study Working Group (2007 – 2014)
    • Co-Chair – M&A Committee Revised Model Asset Purchase Agreement Task Force
    • Past Chair – LGBT Subcommittee
    • Past Chair – Antitrust Committee
    • Former Liaison Officer to ABA Commission on Sexual Orientation and Gender Identity
  • Canadian Bar Association – Competition Law Section
    • Past Chair – Reviewable Matters and Private Actions Committee
    • Past Co-Chair – CBA’s Section 45 Task Force
  • Canadian Chamber of Commerce – Past Chair, Competition Law and Policy Committee
  • Multiple Sclerosis Society of Canada – Director (National Board), June 2016 to present; Director (Ontario Division), 2000 – 2014

Education & Admissions

1989
Called to the Ontario bar
2008
LLM – (Competition and International Trade)Osgoode Hall Law School, (York University)
1987
LLB, (Faculty of Law Silver Medal and Carleton County Law Association graduation scholarship for academic excellence)University of Ottawa
1984
BA University of Western Ontario

Publications

Insights by John Clifford (32 Posts)

2021 Canadian Merger Notification and Investment Canada Act Review Thresholds Decrease

Feb 12, 2021

The 2021 updates to the merger thresholds under Canada's Competition Act and Investment Canada Act have been announced.

When COVID met MAE in the Ordinary Course: Ontario Court Orders Buyer to Complete its M&A Transaction

Jan 13, 2021

The recent decision of the Ontario Superior Court of Justice in Fairstone Financial Holdings Inc. v Duo Bank of Canada has established an important precedent for the interpretation of material adverse effect clauses and covenants to carry on business in the ordinary course, both of which are common features of M&A transaction agreements.

Ontario Declares New State of Emergency and Public Health Restrictions

Jan 12, 2021

The Government of Ontario declared a new provincial State of Emergency and additional public health measures restricting business activities.

Ontario Modernizing its Business Corporations Act

Oct 1, 2020

Ontario Modernizing its Business Corporations Act

Getting M&A Deals Done in the COVID-19 Era

Sep 9, 2020

This bulletin discusses how the COVID-19 pandemic is impacting Canadian mergers and acquisitions and how buyers and sellers can deal with these issues.

Amendment to Ontario Franchising Legislation

Aug 28, 2020

The Amendment to Ontario's franchise legislation coming into effect on September 1, 2020 brings changes that have been eagerly awaited by franchisors.

Confidentiality Considerations When Choosing a Jurisdiction of Incorporation in Canada

Aug 21, 2020

Confidentiality Considerations When Choosing a Jurisdiction of Incorporation in Canada

The Uncertain Consequences of Waiving Consequential Damages in M&A Agreements

Aug 21, 2020

This bulletin discusses issues with the use of the term "consequential damages" in exclusion clauses and limitation of liability clauses.

9 Things You Should Do Right Now to Protect Your Franchise System During the COVID-19 Pandemic

May 13, 2020

Tips to help franchisors mitigate risks that may result from the COVID-19 pandemic and how to prepare for future emergency business interruptions

The Impact of COVID-19 on your Workforce in Canada

Apr 8, 2020

This webinar is designed to provide clarity on a range of employment law topics and cover up to the minute government programs.

2020 Canadian Merger Notification Threshold Updates

Apr 1, 2020

The 2020 updates to the merger thresholds under Canada's Competition Act and Investment Canada Act have been announced.

“Essential” Workplaces and Services – A National Roundup and Best Practices for Managing Business Closures

Apr 1, 2020

This webinar will discuss the nationwide impacts, rules and regulations for defining “essential” workplaces and services and the closure of non-essential businesses.

COVID-19: “Essential” Information About the Consequences of Continuing to Operate a “Non-Essential Business” in Ontario and Québec

Mar 25, 2020

An outline of the potential consequences to continuing to operate a business ordered to close by the governments of Quebec and Ontario.

Coronavirus – A Preparedness and Response Guide for Canadian Businesses

Mar 9, 2020

What steps should corporations take to mitigate the risks posed by COVID-19 to the health and safety of their workforce and contractual obligations.

Canadian Competition Act and Investment Canada Act

Feb 3, 2020

Canadian Competition Act and Investment Canada Act

What’s Market in Canada, eh? A New Canadian Private Target M&A Deal Points Study

Jan 25, 2020

Key takeaways from the ABA's 2019 Canadian Private Target M&A Deal Points Study

December 10, 2018 – Deadline for Creating Register of Ownership Interests in Land Held by Ontario Corporations

Nov 28, 2019

The Forfeited Corporate Property, Act 2015 in Ontario, December 10 2016, introduced record-keeping obligations by amending the Ontario Business Corporations Act

Antitrust Merger Control in Canada: Tips for Private Equity Investors

Nov 21, 2019

This article provides thought-provoking and practical advice to Private Equity investors for minimizing antitrust risks to proposed transactions in Canada.

Advisory Council Recommends that Ontario Government Modernize the Ontario Business Corporations Act (OBCA)

Nov 19, 2019

The Ontario government recently established an advisory body called the Business Law Modernization and Burden Reduction Council.

Advisory Council Recommends that Ontario Government Clarify Provisions of the Arthur Wishart Act (Franchise Disclosure), 2000

Nov 8, 2019

The Ontario government recently established an advisory body called the Business Law Modernization and Burden Reduction Council.

Franchise Law Webcast: Trends Affecting Franchise Systems Operating in Canada

Apr 25, 2019

In this interactive Q&A style webinar, members of our franchise and distribution team will provide an overview of the Canadian legal landscape and recent trends affecting franchise systems operating in Canada.

2019 Canadian Merger Notification Threshold Increases

Feb 1, 2019

The 2019 increases to the merger thresholds under Canada's Competition Act and Investment Canada Act have been announced.

Starting in June 2019, Private CBCA Corporations Required to Gather and Record Detailed Information About Their Shareholders 

Dec 13, 2018

Bill C-86, the Budget Implementation Act, 2018, No. 2, received Royal Assent on December 13, 2018.

2018 Canadian Merger Notification Threshold Increases

Feb 14, 2018

The 2018 increases to the merger thresholds under Canada's Competition Act and Investment Canada Act have been announced.

Proposed Changes to the Competition Bureau’s Immunity Program Will Undermine Effective Cartel Enforcement in Canada – Comments of McMillan LLP on the Consultation Draft dated October 26, 2017

Jan 1, 2018

Several proposed revisions to Immunity Program under the Competition Act will have unintended but serious consequence of decreasing applications for immunity

What’s Market in Canada, eh? A Comparison of Two Canadian Private Target M&A Deal Point Studies

Jun 14, 2017

What's Market in Canada, eh?
A Comparison of Two Canadian Private Target M&A Deal Point Studies

2017 Canadian Merger Notification Threshold Increases

Mar 3, 2017

2017 Canadian Merger Notification Threshold Increases

New record-keeping requirements for Ontario corporations

Nov 22, 2016

New record-keeping requirements for Ontario corporations

New French Language Requirements for Signs in Quebec

Nov 16, 2016

New French Language Requirements for Signs in Quebec

2016 Canadian Merger Notification Threshold Increases

Feb 5, 2016

2016 Canadian Merger Notification Threshold Increases

Global M&A: What’s the Deal in Canada?

Jan 25, 2016

Global M&A Playbook: Whats the Deal in Canada?

Canadian Merger Notification Thresholds Increased

Feb 3, 2015

Canadian Merger Notification Thresholds Increased