Paul Davis Photo
Paul Davis Photo
Paul Davis Photo

Paul Davis is one of Canada’s leading public mergers and acquisition lawyers. He is widely recognized for providing trusted counsel on numerous high-profile proxy battles and precedent-setting contested transactions. Paul’s practice is focused on M&A, proxy fights, corporate governance, corporate finance and business restructuring for both private and public issuers across a wide range of industries, including financial services, technology, energy, mining and manufacturing. Paul leads the firm’s Capital Markets & Securities Group nationally as well as the firm’s public mergers and acquisitions practice.

Paul brings a unique insider’s perspective to his clients, having served as the head of investment banking at a Toronto-based brokerage firm, and a senior officer of several public and private companies before returning to private practice.

Recognized for success in his dealings with boards of directors, management teams and regulatory bodies, Paul has served as a director of 10 public companies, including as chair or a member of the audit, corporate governance and special committees.



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:
    • Thoma Bravo in its $1.8 billion acquisition of Magnet Forensics Inc. (TSX:MAGT) and a successful defence to an activist seeking to solicit votes to block transaction
    • Sun Valley Investments in connection with the successful election of its three nominees to the board of Canagold Resources Ltd.
    • Madison Dearborn Partners in connection with its US$960 million acquisition of IPL Plastics Inc. (TSX:IPLP).
    • The Catalyst Capital Group Inc. in its successful transaction to enhance shareholder value in connection with the going private transaction of Hudson’s Bay Company (TSX: HBC).
    • 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.
  • The Government of Canada in connection with its inaugural $5 billion Green Bond issuance and its $500 million Ukraine Sovereignty Bond issuance
  • 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).
  • The Catalyst Capital Group Inc. in connection with the $3 billion restructuring of Homburg Invest Inc., including an investment and the transfer of the valuable European property portfolio to a newly established European listed company controlled by Catalyst.
  • 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.
  • 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.


News


Media Mentions


Rankings & Recognition

  • Recognized in the 2024 Canadian Legal Lexpert Directory as a Repeatedly Recommended Lawyer in the areas of Corporate Finance & Securities and Mergers & Acquisitions
  • Recognized by Best Lawyers in Canada (2024) as a leading lawyer in the area of Corporate Law, Mergers and Acquisitions Law and Securities Law
  • Recognized in the 2023 Lexpert Special Edition on Finance and M&A as one of Canada’s Leading Finance and M&A Lawyers
  • Recognized in the 2023 Canadian Legal Lexpert Directory as a Consistently Recommended Lawyer in the area of Corporate Finance & Securities and a Repeatedly Recommended Lawyer in the area of Mergers & Acquisitions
  • Recognized by Best Lawyers in Canada (2023) as a leading lawyer in the areas of Corporate Law; Mergers and Acquisitions Law and Securities Law
  • Recognized in the 2022 Lexpert Special Edition on Finance and M&A as one of Canada’s Leading Finance and M&A Lawyers
  • Recognized in the 2022 Canadian Legal Lexpert Directory as a Repeatedly Recommended Lawyer in the areas of Corporate Finance & Securities and Mergers & Acquisitions
  • Recognized by Best Lawyers in Canada (2022) as a leading lawyer in the areas of Corporate Law; Mergers and Acquisitions Law and Securities Law
  • Recognized in the 2021 Canadian Legal Lexpert Directory as a Repeatedly Recommended Lawyer in the areas of Corporate Finance & Securities and Mergers & Acquisitions
  • Recognized in the 2021 Lexpert Special Edition on Finance and M&A as one of Canada’s Leading Finance and M&A Lawyers
  • 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

Education & Admissions

1988
Called to the Ontario bar
1986
LLB University of Toronto

Publications

Insights (40 Posts)View More

Featured Insight

CIRO Proposes Amendments to Strengthen Short Selling Regulations

On January 11, 2024, CIRO proposed amendments aimed at strengthening short selling regulations in Canada.

Read More
Jan 17, 2024
Featured Insight

British Columbia Securities Commission Holds that the Bar for a Finding of Parties “Acting Jointly or in Concert” is Set Relatively High

This bulletin provides key insights into the BCSC's ruling on the criteria for determining when parties are considered to have acted "jointly and in concert"

Read More
Jan 4, 2024
Featured Insight

CSA and CIRO Provide Update on Short Selling Regulatory Regime Review

On November 16, 2023, the CSA and CIRO published CSA/CIRO Staff Notice 23-332 Summary of Comments and Responses to CSA/IIROC Staff Notice 23-329.

Read More
Nov 20, 2023
Featured Insight

A Look at Some Key Findings by the Alberta Securities Commission in Re Bison Acquisition Corp.

On December 21, 2021, a panel of the Alberta Securities Commission issued its written decision providing its reasons for the oral ruling it made on July 12, 2021 regarding applications brought by Bison Acquisition Corp. and Brookfield Infrastructure Corporation Exchange Limited Partnership, as well as Inter Pipeline Ltd. and Pembina Pipeline Corporation.

Read More
Mar 20, 2023
Featured Insight

Succeeding at Succession: Tips on Corporate Governance including How to Navigate Board Renewals and Elections

Stakeholders are demanding good corporate governance, which includes effective succession planning where a range of skills, experience, and backgrounds are highly valued and reflected. In collaboration with WATSON, a national multidisciplinary governance firm, join us in the morning on Wednesday, April 19, to discuss strategies and action plans that drive robust succession planning and strong corporate governance.

Details
Wednesday, April 19, 2023
Featured Insight

McMillan Lawyers’ Comment Letter regarding Staff Notice 23-329: Short Selling in Canada

On December 8, 2022, the Canadian Securities Administrators (the “CSA”) and the Investment Industry Regulatory Organization of Canada (“IIROC”) jointly published Staff Notice 23-329: Short Selling in Canada (the “Short Selling Notice”), which reviews the current regulatory requirements and initiatives with respect to short selling and seeks public feedback on areas for regulatory consideration.

Read More
Feb 22, 2023
Featured Insight

Black History, Black Futures with Paul Davis and Rob Davis

Paul Davis, Partner in our Capital Markets & Securities and Mergers & Acquisitions groups and Chair of the Board of Partners, speaks with his brother Rob Davis, Chair of the Board of Directors and Tax Partner of KPMG Canada, on his career journey and the path to improving representation in Canada’s boardrooms.

Read More
Feb 10, 2023
Featured Insight

Ontario Superior Court Clarifies “Unreasonable or Unjustifiable” Delay for Requisitioned Meetings

The Ontario Superior Court ordered First Capital to hold a special meeting of unitholders more than two months earlier than originally scheduled.

Read More
Feb 7, 2023
Featured Insight

The State of Play in Shareholder Activism: Issues, Concerns and Trends

Join us for a series of engaging discussions on shareholder activism in Canada. Industry experts will share valuable insights into regulatory and market issues, concerns and trends.

Details
Tuesday, February 28, 2023
Featured Insight

Equity and Debt Activism – Implications for M&A and Special Situations

Join us on Thursday, March 2nd for a series of engaging discussions with industry experts who will share valuable insights into regulatory and market issues, concerns and trends.

Details
Thursday, March 2, 2023
Featured Insight

CSA and IIROC Seek Stakeholder Feedback on Regulatory Framework for Short Selling

The CSA and IIROC jointly published Staff Notice 23-329 which reviews the current regulatory requirements and initiatives with respect to short selling.

Read More
Dec 19, 2022
Featured Insight

Listed Issuer Financing Exemption: Canadian Securities Administrators Introduce Amendments to Facilitate Capital Raising with a Focus on Small Reporting Issuers

The Canadian Securities Administrators announced the introduction of a prospectus exemption which will be available to reporting issuers as of November 21, 2022.

Read More
Sep 14, 2022
Featured Insight

IIROC Addresses Certain Naked Short Selling Concerns – IIROC Notice 22-0130

IIROC guidance regarding short selling in Canada (IIROC Notice 22-0130).

Read More
Aug 30, 2022
Featured Insight

Alberta Securities Commission Provides Guidance On Shareholder Rights Plans, Break Fees and Use of Equity Swaps in Take-over Bid Context

An Alberta decision has held that the use of swaps in a hostile take-over bid can be abusive, and added guidance on shareholder rights plans and break fees.

Read More
Jan 12, 2022
Featured Insight

Will a Billion Dollar Termination Shift the M&A Landscape?

The authors discuss the Ontario Superior Court of Justice's decision in Cineplex v. Cineworld, a "busted deal" case about interim operating covenants.

Read More
Dec 17, 2021
Featured Insight

Capital Markets Modernization Taskforce Recommendations – Proxy System Corporate Governance and Mergers and Acquisitions

High-level overview and commentary on the recommendations set out in Section 2.4 of the Capital Markets Modernization Final Report

Read More
Mar 10, 2021
Featured Insight

Fireside Discussion with Grant Vingoe, OSC Acting Chair

This discussion will highlight key priorities of the OSC, including an update on burden reduction work underway. Remarks will also focus on the OSC’s response to COVID19 and provide a regulatory roadmap for navigating contested transactions.

Jun 23, 2020
Featured Insight

Protecting Against Shareholder Activism in Uncertain Times

The aftermath of the COVID-19 pandemic will provide unprecedented opportunities for shareholder activism and companies will need to prepare for coming campaigns.

Read More
Apr 6, 2020
Featured Insight

The HBC Privatization: OSC Provides New Guidance For a Special Committee Process and Reconfirms Disclosure Obligations in Conflict of Interest Transactions

Ontario Securities Commission provides new guidance regarding the role and responsibilities of a special committee in a conflicted going private transaction.

Read More
Mar 3, 2020
Featured Insight

Short Selling in Canada: Regulations are Weak and a New Path Forward is Needed to Reduce Systemic Risk

This bulletin summarizes our concerns and conclusions with respect to the Canadian short selling regulatory regime.

Read More
Nov 11, 2019
Featured Insight

“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

As a finding of "joint actor" or "acting jointly or in concert" can result in significant obligations, we have published a paper that seeks to provide clarity

Read More
Sep 24, 2018
Featured Insight

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

The OSC and the FCAAS released their reasons for the orders granted concerning the hostile take-over bid by Aurora Cannabis Inc. for CanniMed Therapeutics Inc.

Read More
Mar 20, 2018
Featured Insight

Observations from the Eco Oro Proxy Contest

Today marks the first anniversary of the start of what was likely the most acrimonious proxy fight in Canada in 2017.

Read More
Feb 10, 2018

Canadian M&A Activity Continues to Grow as Securities Regulators Remain Focused on Protecting Minority Shareholders

Canadian M&A Activity Continues to Grow as Securities Regulators Remain Focused on Protecting Minority Shareholders

Read More
Oct 1, 2017
Featured Insight

Ontario Divisional Court Decision Confirms Shareholders’ Right to Requisition a Meeting

Ontario Divisional Court Decision Confirms Shareholders' Right to Requisition a Meeting

Read More
Jun 8, 2017
Featured Insight

Government of Canada Provides Valuable Guidance on National Security Review of Foreign Investment in Canada

Government of Canada Provides Valuable Guidance on National Security Review of Foreign Investment in Canada

Read More
Jan 3, 2017
Featured Insight

Hecla Decision—The British Columbia Securities Commission Continues to Narrow the Use of the Public Interest Power

Hecla Decision—The British Columbia Securities Commission Continues to Narrow the Use of the Public Interest Power

Read More
Dec 11, 2016
Featured Insight

Court of Appeal Overturns Approval of US$2.3 Billion Merger Between InterOil and ExxonMobil

Court of Appeal Overturns Approval of US$2.3 Billion Merger Between InterOil and ExxonMobil

Read More
Dec 3, 2016
Featured Insight

Raising Capital and Planning an IPO in Healthcare and Life Sciences

For organizations considering, preparing for, or undergoing a major transaction – be it an IPO, sale or a milestone event – building a strategy to stay ahead can be a challenge.

Details
May 31, 2016 - 7:30 AM to 9:15 AM
Featured Insight

What every GC needs to know about Corporate Governance in 2016

This webinar will help you bulletproof your board of directors and senior officers.

Details
May 11, 2016 - 12:00 PM to 1:30 PM
Featured Insight

Early Warning Enhancements

Early Warning Enhancements

Read More
Mar 4, 2016
Featured Insight

For The Times They Are A-Changin: Canadian Regulators Adopt Fundamental Changes to the Take-over Bid Regime

For The Times They Are A-Changin: Canadian Regulators Adopt Fundamental Changes to the Take-over Bid Regime

Read More
Mar 3, 2016
Featured Insight

It is Time to Rethink the Use of Fiduciary Out Termination Provisions and the Restriction on Changes in Board Recommendation in Canadian Merger Agreements[1]

It is Time to Rethink the Use of Fiduciary Out Termination Provisions and the Restriction on Changes in Board Recommendation in Canadian Merger Agreements1

Read More
Sep 26, 2015
Featured Insight

SPACs, The “New” Private Equity Vehicle in Canada – An Asset Class of $800M and Growing

SPACs, The "New" Private Equity Vehicle in Canada – An Asset Class of $800M and Growing

Read More
Jun 30, 2015
Featured Insight

British Columbia Securities Commission Seeks to Limit Exercise of Public Interest Power in the Enforcement Context

British Columbia Securities Commission Seeks to Limit Exercise of Public Interest Power in the Enforcement Context

Read More
May 20, 2015
Featured Insight

The Exercise of the Public Interest Power by the OSC – A New Standard is Needed

The ability of the State or any agency thereof to mete out sanctions in circumstances where there has not been a contravention of a clearly delineated statutory provision has generally been the purview of dictators or absolute monarchs.

Read More
Sep 4, 2014
Featured Insight

Augusta decision—the British Columbia Securities Commission holds that the Right of a Shareholder to Tender to a Bid Remains Paramount

Augusta decision—the British Columbia Securities Commission holds that the Right of a Shareholder to Tender to a Bid Remains Paramount

Read More
Jul 7, 2014
Featured Insight

Advance Notice By-Laws, Part II – the Mundoro Capital Decision

Advance Notice By-Laws, Part II – the Mundoro Capital Decision

Read More
Jul 1, 2012
Featured Insight

Defensive Tactics – Public Interest Powers of Securities Regulatory Authorities Continue to Evolve – the Fibrek Decision

Defensive Tactics – Public Interest Powers of Securities Regulatory Authorities Continue to Evolve – the Fibrek Decision

Read More
May 23, 2012
Featured Insight

Advance Notice By-Laws – a Tool to Prevent a Stealth Proxy Contest or Ambush

Advance Notice By-Laws – a Tool to Prevent a Stealth Proxy Contest or Ambush

Read More
Mar 12, 2012

Deals & Cases (16 Posts)

Featured Insight

McMillan LLP Advises Government of Canada on its Second Green Bond Issuance

On March 5, 2024, the Government of Canada completed its second offering of green bonds, following the inaugural $5 billion offering in 2022.

Read More
Mar 5, 2024
Featured Insight

McMillan Advises the Government of Canada on its Ukraine Sovereignty Bond Issuance

On December 2, 2022, the Government of Canada completed its $500 million Ukraine Sovereignty Bond issuance.

Read More
Dec 2, 2022
Featured Insight

Sun Valley Successfully elects dissident slate of Directors to Canagold Resources Board of Directors

McMillan acted for Sun Valley Investments LLC (“Sun Valley”) in connection with its opposition to the management and business direction of Canagold Resources Ltd. (TSX: CCM) (“Canagold”) and its proxy fight to change the board of directors by nominating a slate of three independent directors for election at Canagold’s Annual and Special General Meeting.

Read More
Jul 20, 2022
Featured Insight

McMillan Advises Government of Canada on its First-Ever Green Bond Issuance

On March 29, 2022, the Government of Canada completed its inaugural $5 billion green bond issuance. This is the first ever offering of a green bond by the Federal Government and the largest Canadian green bond issuance to date.

Read More
Mar 29, 2022
Featured Insight

Frontera Energy Issued US$400 Million in Senior Unsecured Notes

Frontera Energy Corporation (“Frontera”) (TSX:FEC) issued US$400 million in senior unsecured notes due in 2028 at a coupon rate of 7.875% and a related tender offer to repurchase, at a premium, the Company’s US$350 million 9.7% senior secured notes due in 2023.

Read More
Jun 21, 2021
Featured Insight

The Catalyst Capital Group Inc.

McMillan acted as lead counsel to The Catalyst Capital Group Inc. in connection with its successful fight to increase the offer price in the acquisition of Hudson’s Bay Company.

Read More
Feb 19, 2020
Featured Insight

Groupe EPC wins competitive bidding war to acquire Nordex Explosives

Groupe EPC wins competitive bidding war to acquire Nordex Explosives

Read More
Aug 19, 2016
Featured Insight

FCF Capital announces US$2 million investment in Vital Alert Communication Inc.

FCF Capital announces US$2 million investment in Vital Alert Communication Inc.

Read More
Jan 18, 2016
Featured Insight

Brilliant Resources Inc. receives shareholder approval of change of business and return of capital

Brilliant Resources Inc. receives shareholder approval of change of business and return of capital

Read More
Jun 25, 2015
Featured Insight

ICL completes acquisition of Allana for $164M

ICL completes acquisition of Allana for $164M

Read More
Jun 22, 2015
Featured Insight

Brilliant Resources Inc. invests $10M in Ram Power

Brilliant Resources Inc. invests $10M in Ram Power

Read More
May 1, 2015
Featured Insight

GC-Global Capital Corp. completes best efforts offering

GC-Global Capital Corp. completes best efforts offering

Read More
Apr 25, 2015
Featured Insight

Allana Potash Corp. Enters into Strategic Alliance with Israel Chemicals Ltd.

Allana Potash Corp. Enters into Strategic Alliance with Israel Chemicals Ltd.

Read More
Feb 14, 2014
Featured Insight

Yellow Media Completed $2.4 Billion Recapitalization

On December 20, 2012, Yellow Media Inc. ("Yellow Media") completed a $2.4 billion recapitalization transaction

Read More
Dec 20, 2012
Featured Insight

Detour Gold Corporation Acquires Trade Winds Ventures Inc.

Detour Gold Corporation Acquires Trade Winds Ventures Inc.

Read More
Dec 1, 2011
Featured Insight

Premier Gold Mines Limited Completes $104 million Acquisition of Goldstone Resources Inc.

Premier Gold Mines Limited Completes $104 million Acquisition of Goldstone Resources Inc.

Read More
Aug 16, 2011