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.


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

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.