John Clifford 

Co-Chair, Automotive

John Clifford

Toronto
Brookfield Place, Suite 4400
181 Bay Street
Toronto, Ontario M5J 2T3

t: 416.865.7134
e: john.clifford@mcmillan.ca

overview

John is a partner in the Business Law Group. He is an experienced, client-focused and service-orientated advisor to business, with particular expertise on cross-border merger and acquisition (M&A) transactions and antitrust/competition law matters. Recognized internationally for his expertise and experience, John is described by Who's Who Legal as being "top notch by all accounts", "very client focused" and that he "always delivers".

John's practice is focused on M&A transactions. He has extensive experience advising Canadian and international clients on domestic and cross-border acquisitions and divestitures, debt financings and complex re-organizations and regularly advises clients on legal requirements for establishing new businesses in Canada, including complying with Canada's foreign investment review legislation. For seven years, John chaired a working group of Canadian M&A deal lawyers that studies and develops reports for the ABA's M&A Committee on trends in deal terms used in Canadian private company acquisitions. Currently, he is Co-Chair of a Task Force that is updating the ABA's Model Asset Purchase Agreement.

John also is a recognized expert on antitrust/competition matters. He has advised on the Competition Act implications of hundreds of merger transactions and regularly assists clients to defend investigations and litigation relating to matters such as alleged unlawful conspiracies, abuse of dominance and distribution practices.

John's industry-specific experience is broad. He advises a diverse range of clients in the automotive, business services, consumer goods, distribution, financial services, investment fund, manufacturing, entertainment and pharmaceutical sectors, including some of the world's best known Europe- and Asia-based automotive companies.

Within McMillan, John is an active contributor to the direction and management of the firm. He is the National Group Coordinator of McMillan's Business Law Group and co-leads the firm's Inbound Investments team. Previously, John served as the firm's Chief Marketing Partner and leader of the firm's student program.

John is a member of the firm's Inclusion and Diversity Committee, and represents McMillan on the Law Firm Diversity and Inclusion Network.

Representative Matters

  • Led deal teams on numerous transactions across the country in a variety of industries (such as aircraft parts, automobile dealerships, business services, conferences and trade shows, energy, forest products, medical devices, newspaper publishing, product distribution, health services, oil & gas services, pharmaceutical distribution and technology), including:
    • Represented developer of solar energy systems on numerous acquisitions of and investments in solar projects
    • Represented Canadian and US-based private equity firms on numerous acquisitions and divestitures in Canada
    • Represented 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
    • 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

Presentations

Canadian M&A Deal Trends
M&A Trends and Outlook for 2015
Enhancing Deal Certainty in Cross Border Investments
Trends in Negotiation Deal Terms: ABA 2014 Canadian Private Target Mergers & Acquisitions Deal Points Study
Let's Be Honest: The New Canadian Duty of Honesty in Contractual Performance
Update on Distribution and Pricing Practices
The Six-Minute Business Lawyer: Trends in Purchase and Sale Agreements
Gay Marriage and the Repeal of DOMA: What Every Business Lawyer Needs to Know
Best Practices in Drafting and Negotiating Contracts and Agreements
What's Market for that M&A Deal? : ABA 2012 Canadian Private Target Mergers & Acquisitions Deal Points Study
Trends in Negotiation Deal Terms: ABA 2012 Canadian Private Target Mergers & Acquisitions Deal Points Study
Mergers, Competitor Collaborations and Distribution Practices in the US and Canada
Antitrust Hot Topics: What the Business Lawyer Needs to Know
20 Highlights from the ABA 2010 Canadian Private Target Mergers & Acquisitions Deal Points Study
Trends in Negotiated Deal Terms: ABA 2010 Canadian Private Target Mergers & Acquisitions Deal Points Study
Joint Ventures Under the Competition Act
Highlights from ABA 2010 Canadian Private Target Mergers & Acquisitions Deal Points Study
An Antitrust Round-Up for the Business Lawyer: What's New or Developing in the US, Canada, Europe and Beyond
Competition Law: Recent Developments
Cross-Border Acquisitions and the Impact of US Regulations
Canadian and European M&A Market Trends
Trends in Negotiated Deal Terms: ABA 2008 Canadian Private Target Mergers & Acquisitions Deal Points Study
Trends in Negotiated Deal Terms: ABA 2008 Canadian Private Target Mergers & Acquisitions Deal Points Study
ABA – 2008 Canadian Private Target Mergers & Acquisitions Deal Points Study
Best Practices for Presenting Your Merger to Antitrust Regulators
Monopsony and Predatory Buying: The Canadian Landscape is Wide Open
Managing Due Diligence on International Transactions
Competition Law Merger Notification Issues in International Transactions

Publications

New Business Law Advisory Council to Modernize Ontario's Business Laws
2016 Canadian Merger Notification Threshold Increases
Canadian Merger Notification Thresholds Increased
New Price Maintenance Enforcement Guidelines in Canada
Canadian Merger Notification Thresholds Increased
Canadian Securities Regulatory Authorities Propose Two New Approaches to the Regulation of Shareholder Rights Plans – A Clash of Philosophies
Canada hapter in International Joint Ventures: A Guide for U.S. Lawyers
Highlights from ABA 2012 Canadian Private Target Mergers & Acquisitions Deal Points Study
Canadian merger notification and investment review thresholds increase
Canadian merger notification and investment review thresholds increase
Doing a Deal in Canada? 10 things You Should Know
What's the Market for that Cross-Border Deal?
The European, US and Canadian Private Target M&A Deal Points Studies
Deal Points Differ in Canada
Canada increases merger review and foreign investment review thresholds
Canadian Competition Authority Reaches for Foreign Affiliates in its Cartel Investigations
Sweeping changes to Canada's Competition Act
No April Fools' Joke: Motor Vehicle Dealers Act, 2002 Comes into Force on April 1, 2009
Proposed Amendments to the Competition Act
Due Diligence in Foreign Jurisdictions: What You Need to Know
Competition Law Strategy in M&A Deals
Use of Auctions in M&A Transactions
Strategic Alliances, Joint Ventures, M&As, TOB's, Your Guide to Structuring International Business Transactions
Federal Not-for-Profit Corporations Face Radical Change
New merger enforcement guidelines released and efficiency defence continues to be scrutinised
New merger enforcement guidelines in Canada strike harmony with the EU: and US
Morgan Crucible fined for conspiracy and obstruction - First ever obstruction charge in Canada
Competition Act Compliance: A Practical Guide to Effective Management
Corporate Governance and Private Companies
Freebies: They Can Cost More Than You Think
Cross Border Selling and the UN Convention on the International Sale of Goods
Excerpt from Confronting Cartels Proactively
Junior Lawyer Development: Joint Training
The Commissioner's Proposals for Section 45 Reform and Perceptions of "Business Chill": Out of the Cold and Into the Freezer
Efficiency-dependent mergers: lessons from Canada
Corporate Governance - A "Made-in-Canada" Approach
Fundamentals of Reviewable Matters Under the Competition Act
Canada Takes Steps Toward Conspiracy Reform
17 Contract Provisions That Can Help You Get Paid
Privacy - A Challenge for Every Business
Canada Moves Towards Conspiracy Reform
International Issues: Canada
Can Canada Still Compete – Don't Bank on It
Privacy Law's Bite May Be Worse Than Its Bark
Canadian Retail Mergers: Green Means Go
Canada and the European Union Enter Into a New Era of Antitrust Enforcement Cooperation
Practical Issues In Responding to Bureau Investigations and Ensuring Competition Law Compliance
When the Bureau Calls: Responding to Antitrust Investigations
Constraining the Exercise of Market Power in Ontario Electricity Markets
Canadian Banks: Why the Mega-Mergers were Stopped
Canada chapter - Antitrust Law and Trade Regulation
Canada Says No to Bank Mega Mergers
Strategic Alliances and the Competition Act: The Director's Enforcement Approach
Search and Seizure: Canada Gets Tough
Did You Intend to Lessen Competition? A Commentary on Canada's Conspiracy Law

Education

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

Year Of Call

  • Called to the Ontario bar - 1989

Practices

business law
business formation
competition and antitrust
foreign investment review
mergers and acquisitions
mergers
negotiated transactions
private equity

Industries

automotive
healthcare
manufacturing, distribution and retail
media, communications and entertainment
private equity - buyouts & venture capital investment

Directorships and Professional Associations

  • American Bar Association - Business Law Section
    • Immediate Past Chair - M&A Committee Canadian Deal Points Study Working Group (2007 - 2014)
    • Co-Chair – M&A Committee Revised Model Asset Purchase Agreement Task Force
    • Chair - LGBT Subcommittee
    • Immediate Past Chair - Antitrust Committee
    • 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

Community Involvement

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.

Awards & Rankings

  • Who's Who Legal identifies 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".
  • Expert Guides identifies 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.
  • Lexpert recommends John as a leading mid-market corporate lawyer
  • John is or has recently been identified 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?
vcard
John is a partner in the Business Law Group. He is an experienced, client-focused and service-orientated advisor to business, with particular expertise on cross-border merger and acquisition (M&A) transactions and antitrust/competition law matters. Recognized internationally for his expertise and experience, John is described by Who's Who Legal as being "top notch by all accounts", "very client focused" and that he "always delivers".

John's practice is focused on M&A transactions. He has extensive experience advising Canadian and international clients on domestic and cross-border acquisitions and divestitures, debt financings and complex re-organizations and regularly advises clients on legal requirements for establishing new businesses in Canada, including complying with Canada's foreign investment review legislation. For seven years, John chaired a working group of Canadian M&A deal lawyers that studies and develops reports for the ABA's M&A Committee on trends in deal terms used in Canadian private company acquisitions. Currently, he is Co-Chair of a Task Force that is updating the ABA's Model Asset Purchase Agreement.

John also is a recognized expert on antitrust/competition matters. He has advised on the Competition Act implications of hundreds of merger transactions and regularly assists clients to defend investigations and litigation relating to matters such as alleged unlawful conspiracies, abuse of dominance and distribution practices.

John's industry-specific experience is broad. He advises a diverse range of clients in the automotive, business services, consumer goods, distribution, financial services, investment fund, manufacturing, entertainment and pharmaceutical sectors, including some of the world's best known Europe- and Asia-based automotive companies.

Within McMillan, John is an active contributor to the direction and management of the firm. He is the National Group Coordinator of McMillan's Business Law Group and co-leads the firm's Inbound Investments team. Previously, John served as the firm's Chief Marketing Partner and leader of the firm's student program.

John is a member of the firm's Inclusion and Diversity Committee, and represents McMillan on the Law Firm Diversity and Inclusion Network.
  • Led deal teams on numerous transactions across the country in a variety of industries (such as aircraft parts, automobile dealerships, business services, conferences and trade shows, energy, forest products, medical devices, newspaper publishing, product distribution, health services, oil & gas services, pharmaceutical distribution and technology), including:
    • Represented developer of solar energy systems on numerous acquisitions of and investments in solar projects
    • Represented Canadian and US-based private equity firms on numerous acquisitions and divestitures in Canada
    • Represented 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
    • 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
publications
February 2016
2016 Canadian Merger Notification Threshold Increases
Competition Bulletin
December 2015
Global M&A Playbook: What's the Deal in Canada?
The American Lawyer Magazine
February 2015
Canadian Merger Notification Thresholds Increased
Competition Bulletin
January 2015
Let's Be Honest, eh: The New Canadian Duty of Honesty in Contractual Performance
Deal Points, Winter 2015 (Volume XX, Issue 1)
October 2014
New Price Maintenance Enforcement Guidelines in Canada
Competition Bulletin
January 2014
Canadian Merger Notification Thresholds Increased
Competition Bulletin
July 2013
Canada hapter in International Joint Ventures: A Guide for U.S. Lawyers
Mergers & Acquisitions Committee, Section of Business Law, American Bar Association
February 2013
Highlights from ABA 2012 Canadian Private Target Mergers & Acquisitions Deal Points Study
Mergers & Acquisitions Committee, Section of Business Law, American Bar Association
February 2012
Canadian merger notification and investment review thresholds increase
Competition and Antitrust Bulletin
August 2011
Doing a Deal in Canada? 10 things You Should Know
ABA Deal Points (Summer 2011)
May 2011
Deal Points Differ in Canada
Executive Counsel
November 2009
Canadian Competition Authority Reaches for Foreign Affiliates in its Cartel Investigations
Competition Policy International (CPI)
April 2009
Sweeping changes to Canada's Competition Act
Co-author (John Clifford, Mark Opashinov and Sorcha O'Carroll), Global Competition Review, April 2009 (Vol. 12 Iss. 4)
October 2008
Proposed Amendments to the Competition Act
Competition Law Bulletin
July 2006
Due Diligence in Foreign Jurisdictions: What You Need to Know
Corporate Brief (July 2006, No. 143) (reprint of paper first presented at Canadian Corporate Counsel Association, 2006 Spring Meeting)
February 2006
Competition Law Strategy in M&A Deals
Article - 2006 Canadian Legal Lexpert Directory
November 2005
Use of Auctions in M&A Transactions
April 2005
Strategic Alliances, Joint Ventures, M&As, TOB's, Your Guide to Structuring International Business Transactions
Canadian Corporate Counsel Association
November 2004
New merger enforcement guidelines in Canada strike harmony with the EU: and US
Global Competition Review - Mergers
October 2004
Morgan Crucible fined for conspiracy and obstruction - First ever obstruction charge in Canada
Global Competition Review, Global Briefings: Canada, October 2004
September 2004
Corporate Governance and Private Companies
Corporate Bulletin
August 2004
Freebies: They Can Cost More Than You Think
Advertising & Marketing Bulletin
May 2004
Excerpt from Confronting Cartels Proactively
Counsel to Counsel, Antitrust Compliance - Brief Advice, May 2004
March 2004
Junior Lawyer Development: Joint Training
Counsel to Counsel - Best Practices
May 2003
Efficiency-dependent mergers: lessons from Canada
Global Competition Review
October 2002
Corporate Governance - A "Made-in-Canada" Approach
Corporate Bulletin
October 2002
Fundamentals of Reviewable Matters Under the Competition Act
CBA Competition Law Conference
August 2002
Canada Takes Steps Toward Conspiracy Reform
Antitrust Report
April 2002
Privacy - A Challenge for Every Business
Corporate Bulletin
April 2002
Canada Moves Towards Conspiracy Reform
Antitrust Report
November 2000
International Issues: Canada
American Bar Association Antitrust Section "Distribution in a Global Economy: Internet, B2B and Traditional Issues" Conference
August 2000
Can Canada Still Compete – Don't Bank on It
Canadian Corporate Counsel
April 2000
Privacy Law's Bite May Be Worse Than Its Bark
Intellectual Property and Technology Law Bulletin
March 2000
Canadian Retail Mergers: Green Means Go
Antitrust Report
February 2000
Canada and the European Union Enter Into a New Era of Antitrust Enforcement Cooperation
Antitrust Report (co-authored with Nancy Johnson)
December 1999
Practical Issues In Responding to Bureau Investigations and Ensuring Competition Law Compliance
Insight "Competition Law Practices for Canadian Companies" Conference
September 1999
When the Bureau Calls: Responding to Antitrust Investigations
Canadian Bar Association Competition Law Conference
March 1999
Canadian Banks: Why the Mega-Mergers were Stopped
Global Competition Review
1999
Canada chapter - Antitrust Law and Trade Regulation
Matthew Bender, 1999
October 1998
Canada Says No to Bank Mega Mergers
The Banking and Financing Review and Antitrust Report
Winter 1996
Strategic Alliances and the Competition Act: The Director's Enforcement Approach
American Bar Association Canadian Law Newsletter
May 1996
Search and Seizure: Canada Gets Tough
Canadian Corporate Counsel (vol. 5, no. 6)
April 1994
Did You Intend to Lessen Competition? A Commentary on Canada's Conspiracy Law
American Bar Association Canadian Law Newsletter
presentations
October 28, 2015
Canadian M&A Deal Trends
The American Lawyer Presents: Global M&A Playbook, The University Club, New York
June 2015
M&A Trends and Outlook for 2015
Practical Law, Toronto
May 2015
Enhancing Deal Certainty in Cross Border Investments
Inter-Pacific Bar Association Annual Meeting, Hong Kong
April 2015
Trends in Negotiation Deal Terms: ABA 2014 Canadian Private Target Mergers & Acquisitions Deal Points Study
Ontario Bar Association, Business Law Breakfast Forum
January 2015
Let's Be Honest: The New Canadian Duty of Honesty in Contractual Performance
McMillan Webinar
June 2014
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
April 2014
Gay Marriage and the Repeal of DOMA: What Every Business Lawyer Needs to Know
American Bar Association, Section of Business Law Spring Meeting
December 2013
Best Practices in Drafting and Negotiating Contracts and Agreements
11th Annual Mergers & Acquisitions Conference (Insight)
August 2013
What's Market for that M&A Deal? : ABA 2012 Canadian Private Target Mergers & Acquisitions Deal Points Study
Canadian Bar Association, Annual Meeting
April 2013
Trends in Negotiation Deal Terms: ABA 2012 Canadian Private Target Mergers & Acquisitions Deal Points Study
Ontario Bar Association, Business Law Breakfast Forum
August 2011
Mergers, Competitor Collaborations and Distribution Practices in the US and Canada
American Bar Association Annual Meeting
April 2011
Antitrust Hot Topics: What the Business Lawyer Needs to Know
Antitrust Committee, Section of Business Law, American Bar Association
January 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
December 2010
Trends in Negotiated Deal Terms: ABA 2010 Canadian Private Target Mergers & Acquisitions Deal Points Study
Ontario Bar Association, Business Law Breakfast Forum
September 2010
Joint Ventures Under the Competition Act
Canadian Bar Association, Competition Law Fall Conference
August 2010
Highlights from ABA 2010 Canadian Private Target Mergers & Acquisitions Deal Points Study
Mergers & Acquisitions Committee, Section of Business Law, American Bar Association
April 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
October 2009
Competition Law: Recent Developments
Canadian Corporate Counsel Association
June 2009
Cross-Border Acquisitions and the Impact of US Regulations
Global Business Law Forum, Section of Business Law, American Bar Association
April 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
February 2009
Trends in Negotiated Deal Terms: ABA 2008 Canadian Private Target Mergers & Acquisitions Deal Points Study
Securities Superconference, Canadian Institute
November 2008
ABA – 2008 Canadian Private Target Mergers & Acquisitions Deal Points Study
Ontario Bar Association, Business Law Section
August 2008
Best Practices for Presenting Your Merger to Antitrust Regulators
Antitrust Committee, Section of Business Law, American Bar Association
October 2007
Monopsony and Predatory Buying: The Canadian Landscape is Wide Open
Canadian Bar Association 2007 Annual Conference on Competition Law
April 2006
Managing Due Diligence on International Transactions
Canadian Corporate Counsel Association's spring meeting
April 2005
Competition Law Merger Notification Issues in International Transactions
The American Bar Association's Business Law Section Spring Meeting and the Canadian Corporate Counsel Association 2005 National Spring Conference