Paul D. Davis 

Co-Chair, Capital Markets and M&A
Toronto  t: 416.307.4137  |  e: paul.davis@mcmillan.ca

Paul D. Davis

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

t: 416.307.4137
e: paul.davis@mcmillan.ca

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.

His solid experience in securities and business law was gained through his 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. He 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 fights 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 public companies, including being Chair or a member of the audit, corporate governance and special committees.

As Co-Chair, Ontario of the China Practice Group, Paul leads and coordinates the firm's China Practice Group activities for McMillan in Ontario.

Paul is also a sessional instructor of a course titled "Contested Transactions" at Queen's University Faculty of Law.

Representative Matters

  • Acted for public company issuers and dissidents in numerous proxy fights. Mr. Davis has acted for several dissidents including the principal shareholder of Goldstone Resources; Columbus Gold; and Harington Capital. Mr. Davis has also provided advice to issuers in several successful proxy fight defences, including the defence by Western Wind Energy.
  • Acted for various companies in several business segments in connection with M&A transactions involving public companies, including acting for Israel Chemicals Ltd. in the approximately $164 million acquisition of Allana Potash Corp. and for Petroflow Energy Corporation in the approximately US$200 million acquisition of all the shares of Equal Energy Ltd., and a related $51 million defeasance of Equal Energy's outstanding listed debentures.
  • Acted for issuers in numerous financings, including acting for Detour Gold Corporation 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.
  • Acted for public company issuers and lenders in connection with securities law issues surrounding insolvency proceedings and related matters, including acting for 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' $369 million loans to Yellow Media Inc. in connection with a $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. Also acted for 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. 

Presentations

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

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

News

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

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 Best Lawyers in Canada 2018 as a leading practitioner in the area of Corporate Law

Media Mentions

vcard

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.

His solid experience in securities and business law was gained through his 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. He 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 fights 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 public companies, including being Chair or a member of the audit, corporate governance and special committees.

As Co-Chair, Ontario of the China Practice Group, Paul leads and coordinates the firm's China Practice Group activities for McMillan in Ontario.

Paul is also a sessional instructor of a course titled "Contested Transactions" at Queen's University Faculty of Law.

  • Acted for public company issuers and dissidents in numerous proxy fights. Mr. Davis has acted for several dissidents including the principal shareholder of Goldstone Resources; Columbus Gold; and Harington Capital. Mr. Davis has also provided advice to issuers in several successful proxy fight defences, including the defence by Western Wind Energy.
  • Acted for various companies in several business segments in connection with M&A transactions involving public companies, including acting for Israel Chemicals Ltd. in the approximately $164 million acquisition of Allana Potash Corp. and for Petroflow Energy Corporation in the approximately US$200 million acquisition of all the shares of Equal Energy Ltd., and a related $51 million defeasance of Equal Energy's outstanding listed debentures.
  • Acted for issuers in numerous financings, including acting for Detour Gold Corporation 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.
  • Acted for public company issuers and lenders in connection with securities law issues surrounding insolvency proceedings and related matters, including acting for 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' $369 million loans to Yellow Media Inc. in connection with a $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. Also acted for 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. 
March 2016
Early Warning Enhancements
Securities Bulletin
August 2014
The use of fairness opinions in a proxy circular
ACC Ontario Securities Committee Newsletter, Volume I, Issue 2
August 2013
McMillan releases 2013 Canadian advance notice provisions study
Public Markets M&A bulletin
2013
Role of Shareholders in Corporate Governance
CCH Ultimate Corporate Counsel Guide
May 2016
What you need to know about Corporate Governance in 2016
LexisNexis Webinar
February 14, 2013
Shareholder Activism on the Rise - what you need to know
McMillan LLP National Seminar Series
January 24, 2013
Shareholder Activism is on the Rise - what you need to know
McMillan National Seminar, Toronto, ON
October 4, 2012
accessing Asian capital through dual listings on the Hong Kong Stock Exchange
Alternative Finance Conference, Toronto
April 12, 2012
timely disclosure obligations after Coventree
Association of Corporate Counsel (Ontario Chapter) seminar sponsored by McMillan