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Expertise / Sectors / Retail

Blakes has a long history of serving Canada’s retail sector and has in the last few years assisted a number of top brands with the expansion of their retail operations into Canada.

These Canadian retail operations have taken many forms—free-standing stores, store-in-store operations, franchised locations and direct online sales to Canadian consumers from retailers who are both in and outside of Canada. Our Retail practice is able to provide advice on all aspects of establishing or expanding retail operations in Canada from sector-specific advice to the more general questions that clients need to address, such as choosing their form of business entity, structuring the ownership and cross-border financing of that entity, and qualifying it to do business in various jurisdictions in Canada. We also are able to provide income and commodity tax and customs advice relating to both the establishment and continuing operation of the business in Canada.

Blakes has extensive experience in the commercial leasing area both in shopping malls and on the high street. Similarly, we are able to provide employment and labour advice that is focused on some of the unique features and risks specific to employers in the retail sector, including ensuring compliance with both part-time and overtime employment standards requirements.

We also have broad-based expertise in sector-specific issues, including brand protection, packaging and labelling, consumer product safety, product recalls, advertising, privacy, anti-spam and the applicability of French language laws to retail operations in the province of Quebec. We are also able to advise clients on all aspects of franchising in Canada, including whether a particular relationship could, contrary to the expectations of the parties, be found to be a franchise under Canadian law. We are able to provide advice on all aspects of e-commerce, including website content, language law requirements, privacy, anti-spam, payment and credit card considerations and logistics, and fulfilment contracts.

In addition to new entrants into Canada we have many long-standing retail clients who look to us for advice on maintaining and expanding their Canadian business. 

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Recent Experience
  • Cerberus Capital Management, L.P. on the proposed C$390-million going private transaction of Dorel Industries Inc.

  • ​KIK Custom Products Inc. on the sale of its personal care business to Voyant Beauty, LLC.

  • Canadian counsel to Coty Inc. on its strategic transaction with KKR for Coty’s Professional and Retail Hair business valued at US$4.3-billion.

  • Lululemon Athletica Inc. on its US$500-million acquisition of Mirror and new one-year US$300-million revolving credit facility.

  • American Apparel Canada Retail Inc. and American Apparel Canada Wholesale Inc. in the liquidation, wind-down and exit of the American Apparel entities from the Canadian market, following the insolvency of their U.S. parent companies.

  • Bose Corporation on numerous retail matters.

  • Crate & Barrel Canada Inc. on its expansion into Canada.

  • Hudson’s Bay Company in connection with its C$2-billion privatization transaction with a shareholder group led by the Company's Executive Chairman

  • Indochino Apparel Inc., and its private equity/venture capital investors in a strategic investment by Mitsui & Co. (USA) Inc. and Indochino Apparel Inc., in the strategic partnership with the Dayang Group.

  • LVMH Group on day-to-day advice on various employment and workplace related legal compliance questions as well as hiring and dismissal matters.

  • Nestle/Nespresso in connection with the leasing of various Nespresso boutiques and cafés across Canada.

  • PayPal Canada Co. in its acquisition of HyperWallet Systems Inc.

  • Safeway Inc. on its C$5.8-billion sale of Canada Safeway assets to Sobeys including 16 distribution centres, 213 retail grocery stores, many with gas stations and pharmacies and several with liquor stores.

  • The Jim Pattison Group on its acquisition of Nature’s Fare Markets and its acquisition of shares in the capital of Nature’s Fare Natural Foods (Kamloops) Ltd. and on its acquisition of the Choices Markets business including eleven grocery stores and a distribution operation in British Columbia