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David Toswell

David J. Toswell David J. Toswell
David J. Toswell Partner | Toronto
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Recent M&A, capital markets and shareholder activism transactions that David has advised on include:

Mergers and Acquisitions:

  • Acted for HLS Therapeutics Inc. (TSXV: HLS) on its going public transaction by way of a reverse take-over of Automodular Corporation implemented through a plan of arrangement

  • Advised ECN Capital Corp. on its $900-million sale of its commercial and vendor finance business to Canadian Western Bank

  • Acted for ECN Capital Corp. on the sale of certain aircraft assets to Acasta Enterprises Inc.

  • Advised Element Financial Corporation on its "butterfly" spin-out transaction by way of plan of arrangement pursuant to which Element Financial 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. (TSXV: DLS) on its $35-million acquisition of EcoHome Financial Inc. in 2016 and its $7-million acquisition of Gemma Communications in 2015

  • Advised Biovail Corporation (TSX/NYSE-listed public company) on the C$8-billion merger of equals transaction with Valeant Pharmaceuticals Inc.

Capital Markets:

  • Acted for Element Fleet Management Corp. on its $300-million common share financing as part of the implementation of Element’s new strategic plan and related acquisition of the remaining interests in its non-core joint venture

  • Acted for ECN Capital Corp. on its $115-million substantial issuer bid in 2018 by way of modified Dutch auction

  • Acted for Element Fleet Management Corp. on its $150-million offering in 2017 of Series I rate reset preferred shares under its $3.75-billion shelf prospectus

  • Acted for ECN Capital Corp. on its $100-million offering in 2016 of rate reset preferred shares under its $2-billion shelf prospectus

  • Acted for Element Financial Corporation on public financings aggregating more than $5-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]; and $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]

  • 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 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

Proxy Contests/Shareholder Activism Matters:

  • Advised Element Fleet Management Corp. on shareholder activism and governance matters in connection with its 2018 shareholders’ meeting

  • Advised Nerium Biotechnology Inc. on shareholder activism and governance 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 Canadian Legal Lexpert Directory.

Professional Activities

David is a member of the Firm's Executive Committee.

Education
Admitted as a Solicitor in England and Wales - 1992
Admitted to the Ontario Bar (Bronze Medallist) - 1990
LL.B. (Gold Medallist), University of Western Ontario - 1988
H.B. Commerce, Laurentian University - 1985
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