David J. Toswell
Partner | Toronto
Toronto: 416-863-4246

David's practice focuses on all aspects of general corporate and securities law, including public and private mergers and acquisitions (M&A) transactions, capital markets financings and corporate governance (including board advisory mandates). He has extensive experience on contested proxy battles and shareholder activism matters.

David joined Blakes as a first year summer student in 1986. Over the years, he has served as a member of the Firm's Partner Compensation Committee (twice), Finance Committee, Legal Personnel Committee and Summer Student Committee. He has also served as Co-Chair of the Securities/M&A Group. David currently serves on the Blake's Executive Committee.

In the early 1990s, David spent two years in London on secondment to the international finance department of U.K.-based law firm Linklaters, where his practice comprised eurobond financings and structured finance transactions.

SELECT EXPERIENCE

Recent M&A, corporate finance and shareholder activism transactions that David has advised on include:

Mergers and Acquisitions:

  • Advising Element Financial Corporation on its "butterfly" spin-out transaction by way of plan of arrangement pursuant to which Element separated into two new public companies: Element Fleet Management Corp. (TSX:EFN) and ECN Capital Corp. (TSX:ECN)
  • Advised Element Financial Corporation in 2015 on its US$8.6-billion acquisition of GE Capital’s fleet management operations in the United States, Australia, New Zealand and Mexico; in 2014 on its US$5-billion cross-border acquisition of the vehicle fleet management services business of PHH Corporation; in 2013 on its $570-million acquisition of the assets comprising GE Canada's Vehicle Fleet Leasing business, $243-million portfolio acquisition of leased helicopters from GE Capital, $2-billion railcar finance vendor program with Trinity Industries (including all financing arrangements and related securitization finance transactions in connection with such acquisitions)

  • Advised publicly-traded fintech company Dealnet Capital Corp. on its $35-million acquisition of EcoHome Financial Inc. in 2016 and its $7-million acquisition of Gemma Communications in 2015
  • Advised Bluedrop Performance Learning Inc. on its merger by way of plan of arrangement with Atlantis Systems Corp.
  • Advised Biovail Corporation (TSX/NYSE-listed public company) on the C$8-billion merger of equals transaction with Valeant Pharmaceuticals Inc.
  • Acted for Norsk Hydro Aluminium (Norway) and Fiat S.p.A. (Italy) on the sale of Meridian Technologies Inc. to a private equity fund

Capital Markets:

  • Acted for Element Financial Corporation on public financings over the last three years aggregating more than $50-billion, including: $2.8-billion prospectus financing comprising $2.04-billion of subscription receipts (for underlying common shares), $575-million extendible convertible subordinated debentures and $172.5-million of rate reset preferred shares, which represented the third largest bought deal in Canadian capital markets history [June 2015]; $1.42-billion prospectus offering to finance the acquisition of PHH Fleet, comprising subscription receipts, extendible convertible debentures and rate reset preferred shares [June 2014]; and $460-million common share financing and $115-million preferred share financing under Element's $1.25-billion shelf prospectus [December 2013]
  • Acted for private company HLS Therapeutics Inc. on its US$385-million private placement financing of debt (US$185-million) and equity (US$200-million), which proceeds were used to acquire the Clozaril® rights from Novartis
  • Advised Dealnet Capital Corp. on its $30-million private placement of subscription receipts (for common shares) in connection with its acquisition of EcoHome Financial
  • Advised the underwriters on the C$715-million issuance of enhanced equipment trust certificates by Air Canada
  • Advised Fiat Chrysler Finance Canada in connection with the renewal of Fiat S.p.A's €20-billion global medium term note programme
  • Acted for Element Financial Corporation on its IPO transaction, comprising a C$175-million private placement of subscription receipts and the reverse take-over (by amalgamation) of Mira II Acquisition Corp., and the concurrent listing of Element's common shares on the Toronto Stock Exchange
  • Acted for Tarpon Investimentos Ltd. (Brazil) on capital commitments exceeding US$500-million by Canadian institutional investors

Proxy Contests/Shareholder Activism Matters:

  • Advised Bill Wells and Greg Gubitz, former senior executives of Biovail Corporation, on their successful shareholder activism resulting in Board and management changes at Bioniche Inc.

  • Assisted Agrium Inc. on its successful proxy contest defence against JANA Partners LLC.
  • Advised Biovail Corporation on: (i) the successful defence of the proxy contest initiated in 2009 by Eugene Melnyk, founder and former CEO of Biovail; and (ii) the successful defence of the 2008 dissident proxy contest with Eugene Melnyk, which entailed two separate shareholder meetings and five court appearances over a three week period
  • Advised Palo Alto Investors LLC on its successful shareholder activism resulting in: (i) the replacement of the board of directors of Canadian Superior Energy Inc. and (ii) the reconstitution of the board of directors and management team of Triangle Petroleum Corporation
AWARDS & RECOGNITION

David is recognized as a repeatedly recommended leading lawyer for each of Corporate Finance & Securities and Mergers & Acquisitions in the 2016 Canadian Legal Lexpert Directory.