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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.

Paul leads and coordinates the efforts of the firm’s China Practice Group in Ontario.



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:
    • 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 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 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 by Paul D. Davis (23 Posts)

Fireside Discussion with Grant Vingoe, OSC Acting Chair

Jun 23, 2020

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.

Protecting Against Shareholder Activism in Uncertain Times

Apr 6, 2020

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

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

Mar 3, 2020

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

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

Nov 11, 2019

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

“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

Sep 24, 2018

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

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

Mar 20, 2018

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.

Observations from the Eco Oro Proxy Contest

Feb 10, 2018

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

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

Oct 1, 2017

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

Jun 8, 2017

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

Jan 3, 2017

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

Dec 11, 2016

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

Dec 3, 2016

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

Raising Capital and Planning an IPO in Healthcare and Life Sciences

May 31, 2016

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.

What every GC needs to know about Corporate Governance in 2016

May 11, 2016

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

Early Warning Enhancements

Mar 4, 2016

Early Warning Enhancements

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

Mar 3, 2016

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 Agreements[1]

Sep 26, 2015

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

Jun 30, 2015

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

May 20, 2015

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

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

Jul 7, 2014

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

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

Jul 1, 2012

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

May 23, 2012

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

Mar 12, 2012

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