Davies Ward Phillips & Vineberg LLP focuses on business law and is 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 and known for their business insight and decisiveness. 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 approximately 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. Our clients also include governments, regulatory bodies, charitable organizations, international agencies, educational institutions, individuals and trusts and estates. Many clients are directed to us by other North American and international law firms for special-purpose engagements.
The following are brief descriptions of our principal practice areas.
Banking: Our broad-based 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. We also provide integrated advice on the associated tax and regulatory issues. Our practice extends beyond traditional bank lending arrangements to include a variety of alternative financing arrangements, such as commercial paper financing, project financing, leasing, high-yield debt, Eurobonds, derivatives and private placements. Many of the transactions in which we have been involved have been the first of their kind in Canada.
Capital Markets: Our practice assists Canadian, US and foreign issuers, underwriters, investors and other capital market 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 MJDS. 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.
Commercial Real Estate: The lawyers in this practice have 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 and the United States and in cross-border transactions. We also have extensive experience in 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: This practice 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 highest-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 the vast majority of the competition class action proceedings in Canada and regularly advise clients on advertising, marketing and distribution practices and general competition law compliance. Our dynamic team, led by a former Commissioner of Competition, has several past members of the Competition Bureau, including a Senior Deputy Commissioner and head of the Mergers Branch. Continuously at the forefront of emerging trends and developments in both competition legislation and policy, members of our group regularly advise government, industry regulators and international governmental and non-governmental organizations.
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 and pulp, real estate, chemical, pharmaceutical and manufacturing sectors. We provide strategic advice on issues such as project development and finance, environmental impact assessment, regulatory permitting, Aboriginal consultation, remediation and brownfields redevelopment, environmental compliance management systems and auditing, occupational health and 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.
Financial Restructuring & Insolvency: Our practice 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 to 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 that assists our client in achieving its business objective and meeting its timetable. Several of the restructurings with which we have been involved 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 laws and procedures.
Infrastructure: Our practice encompasses a cross-disciplinary group of lawyers experienced in all aspects of infrastructure, public-private partnerships and service delivery. 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, our specific knowledge of the vast range of legislation affecting the ability of government and public sector bodies to contract and finance projects, and our expertise on a broad range of partnership structures and financing platforms. Our practice includes joint venture structuring, project development, public and private financings, domestic and international taxation, corporate governance, regulatory issues, litigation, site assembly, environmental remediation, greenfield and brownfield projects and all areas of project financing.
Investigations & White Collar Defence: Davies has extensive experience in the conduct of complex internal investigations with respect to alleged white collar crime. We assist our clients in managing, complying with or challenging searches and seizures, production orders, search warrants, wiretaps and other criminal procedural matters; we also offer mutual legal assistance with foreign authorities. We negotiate settlements (including immunity, leniency and non-prosecution resolutions) and defend clients facing prosecution in respect of a broad range of white collar criminal and regulatory matters. We provide counselling and assistance in developing internal compliance programs to minimize these types of regulatory issues and reduce the potential consequences for a company, its officers and its directors in the event that individual employees fail to comply with corporate policies and legal requirements.
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 in 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 is involved in securities, competition, class actions, tax, insolvency, libel and slander, professional liability and discipline cases; constitutional cases; director and officer liability claims; investigations and white collar defence; 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 arbitration, mediation and other forms of alternative dispute resolution. Our litigators are experienced in dealing with cross-border and multijurisdictional disputes and in working closely with litigation counsel retained by our clients to act in other jurisdictions.
Mergers & Acquisitions: Our 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 United States, and includes representation in transactions of every size. We are involved in large, complex multijurisdictional transactions in which we provide sophisticated corporate, securities, tax, capital markets, antitrust, real estate and environmental law expertise. We also act in smaller transactions that are often extremely complex and require significant expertise. Our M&A group has represented acquirers and targets, as well as independent committees of directors, in negotiated/friendly transactions. We also have market-leading experience in hostile transactions, as well as in representing clients on cross-border, infrastructure and income fund M&A. Our reach extends well beyond our borders; we have acted in M&A transactions that can span several jurisdictions and, sometimes, have no connection to Canada whatsoever.
Taxation: 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 pre-eminent 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.