Davies Ward Phillips & Vineberg LLP

Davies Ward Phillips & Vineberg LLP is focused on business law and consistently at the heart of the largest and most complex commercial and financial matters on behalf of its clients regardless of borders. Recognized by clients, other professionals and rating agencies as world-class, Davies lawyers are results-focused, known for their business insight and for being decisive. In each of the firm's core practice areas, including corporate, mergers and acquisitions, capital markets, tax, competition, real estate and litigation, Davies is regarded as a market leader.

With more than 240 lawyers in Toronto, Montréal and New York, we act for a wide range of leading industrial and commercial companies and financial institutions, both public and private, in Canada, the United States and abroad. As well, our clients include governments, regulatory bodies, charitable organizations, international agencies, educational institutions, individuals and trusts and estates. Many clients are directed to us for special-purpose engagements by other North American and international law firms.

The following is a brief description of our principal practice areas.

Banking: Our broad-based banking practice deals with all aspects of on-balance sheet and off-balance sheet debt financing for businesses both within Canada and internationally. Members of our group regularly act on all types of domestic, cross-border and international financings for both borrowers and lenders. In addition we also provide integrated advice with respect to the tax and regulatory issues associated with such transactions. Our practice also extends beyond traditional bank lending arrangements to include a variety of alternative financing arrangements, including commercial paper financing, project financing, leasing, high-yield debt, Eurobonds, derivatives and private placements. We take great pride in the fact that many of the transactions in which we have been involved have been the first of their kind in Canada.

Commercial Real Estate: Our group has extensive experience in transactions involving the acquisition, disposition, financing, construction and development of significant complex properties and portfolios of properties, very often in jurisdictions across Canada, the United States and in cross-border transactions. We also have extensive experience with the creation of public and private REITs. We have been instrumental in the use of private REITs in the United States as a mechanism for Canadian pension funds to acquire and hold real estate in the United States on a tax-efficient basis. We have also played a leading role for a number of clients in the development of real estate for a wide variety of uses, including mixed-use, office, retail and residential complexes, research and development technology parks, commercial casinos, hotels, train stations, toll roads and trade centres.

Competition & Foreign Investment Review: Davies' Competition & Foreign Investment Review group has earned an outstanding reputation for advising and representing a wide range of international and domestic clients across the full spectrum of competition and foreign investment review matters. We act on many of the most high-profile and complex merger, cartel and monopolization cases, as well as other cutting-edge competition litigation cases brought under various provisions of the Competition Act. We are also counsel in a vast majority of the competition class action proceedings in Canada and regularly counsel clients on advertising, marketing and distribution practices and general competition law compliance. In cooperation with our clients, we develop comprehensive antitrust compliance programs, including seminars, written materials and online resources. Our dynamic team, led by a former Commissioner of Competition, includes several past members of the Competition Bureau, including a Senior Deputy Commissioner and head of the Mergers Branch. Continually at the forefront of emerging trends and developments in both competition legislation and policy, members of our group regularly advise various levels of government, industry regulators, and international governmental and non-governmental organizations.

Capital Markets: Our capital markets practice group assists Canadian, US and foreign issuers, underwriters, investors and other capital markets participants with respect to domestic, cross-border and foreign debt and equity financings and other transactions. We have one of the largest capital markets practices in Canada and through our presence in Toronto, Montréal and New York we have particular expertise in cross-border transactions. Our group is actively involved in public and private offerings of both debt and equity, including IPOs, secondary offerings, rights offerings and structured products. We have considerable expertise in the creation of income trusts and REITs, and in international and cross-border transactions utilizing the multi-jurisdictional disclosure system. In addition to our transactional work, we assist our clients with registration, daily compliance and trading issues. We have significant experience working with public and semi-public institutions, and we frequently consult with securities regulators and stock exchanges which enables us to effectively advise clients of the shifting concerns of regulators and exchanges.

Infrastructure: Our practice encompasses a cross-disciplinary group of lawyers experienced in all aspects of infrastructure, public-private partnerships and service delivery. Over the past decade, we have worked on some of the most significant projects in Canada and the United States. We combine our firm's transactional focus with our substantial experience in acting for both public and private sector partners, specific knowledge of a significant range of legislation impacting the ability of various levels of government and public sector bodies to contract and finance projects and expertise on a broad range of partnership structures and financing platforms. Our practice includes but is not limited to: joint venture structuring, project development, public & private financings, domestic & international taxation, corporate governance, regulatory issues, litigation, site assembly, environmental remediation, greenfield and brownfield projects and all areas of project financing.

Environmental: Davies has one of the leading Environmental practices in Canada with expertise to advise clients on local, national and international matters. Our environmental practitioners work closely with our transaction teams, evaluating and addressing environmental liabilities in a variety of circumstances including financings, public offerings, mergers and insolvencies. Our clients operate in a broad range of industries including the energy (renewables/oil & gas/nuclear/hydroelectric), mining/refining, forestry/paper & pulp, real estate, chemical, pharmaceutical and manufacturing sectors. We provide strategic advice on a range of issues such as: project development/finance, environmental impact assessment, regulatory permitting, aboriginal consultation, remediation and brownfields redevelopment, environmental compliance management systems and auditing, occupational health & safety compliance, carbon risk, emergency response, and regulatory defence. Corporate boards, officers and directors seek our advice in relation to liability exposure. Our lawyers also routinely advise in complex environmental arbitration and litigation matters.

Litigation: Davies is regularly at the centre of Canada's most complex, high-stakes business litigation and our practice has a proven track record of success acting in disputes of virtually every description. The group has the significant advantage of being able to draw on Davies' recognized strengths in competition, corporate, securities, tax and other areas of the law. Our litigation practice includes but is not limited to: securities, competition, class actions, tax, insolvency, libel and slander, professional liability and discipline cases, constitutional cases, director and officer liability claims, white collar defence and investigation, trusts, tort and contract disputes and other disputes arising out of commercial transactions and relationships. Our litigators have extensive trial and appellate experience at all levels of Canadian courts. Our lawyers also regularly appear as counsel before administrative and regulatory tribunals as well as in private forums involving arbitrations, mediations and other forms of alternate dispute resolution. Furthermore, our litigators are experienced in dealing with cross-border and multi-jurisdictional disputes and in working closely with litigation counsel retained by our clients to act in other jurisdictions.

Mergers & Acquisitions: Our M&A practice is widely regarded as the leading practice of its kind in Canada. Our practice spans every industry and service business sector in Canada and the US, and includes representation in transactions of every size. It includes large, complex multi-jurisdictional transactions where we provide sophisticated corporate, securities, tax, capital markets, anti-trust, real estate and environmental law expertise. It also includes many transactions which are small in comparison, but are also often extremely complex and require significant expertise. Our M&A group has represented acquirors and targets in negotiated/friendly transactions, including management buy outs (MBOs), as well as independent committees of directors. We also have market-leading experience in hostile transactions, the most complex and demanding of M&A transactions, as well as representing clients on cross-border, infrastructure and income fund M&A. Our reach extends well beyond our borders, having been engaged in matters for our clients throughout the world, acting in M&A transactions spanning several jurisdictions and, in some cases, having no relationship to Canada whatsoever.

Taxation: From our offices in Montréal, Toronto and New York, we offer comprehensive and timely Canadian and US tax advice on a wide variety of domestic and cross-border transactions and business vehicles, including mergers, acquisitions, reorganizations, workouts, infrastructure development, financings, derivative transactions, joint ventures, investment funds and business trusts. We also provide sophisticated personal tax planning to individuals and families. In addition to our preeminent tax planning practice, we offer expert advice and counsel on all aspects of tax litigation and dispute resolution from the commencement of an audit by the tax authorities through representation before every level of court.

Financial Restructuring & Insolvency: Our financial restructuring & insolvency group assists in evaluating the rights and negotiating the positions of our clients, then uses our deal-making and strategic skills to identify appropriate financing and M&A alternatives and negotiate compromises designed to achieve a “win-win” result for all stakeholders. We act for debtors, creditors, court-appointed officers, purchasers and financiers. If necessary, we use the courts and corporate and insolvency legislation to implement or impose a result which assists our client in achieving both its business objective and its timetable. Several of the restructurings we have been involved with have had significant multinational components and, in this regard, we have worked closely with insolvency practitioners and courts in other jurisdictions to achieve a coordinated result. This has allowed us to develop a working understanding of US and UK insolvency law and procedure which has been helpful in advising our clients.