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.

Our Retail lawyers 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 provide income and commodity tax and customs advice relating to both the establishment and continuing operation of the business in Canada.

Blakes also provides advice on all aspects of e-commerce, including website content, language law requirements, data protection and privacy, anti-spam, payment and credit card considerations and logistics, and fulfilment contracts. We counsel clients on extra-jurisdictional issues as well as many Canadian and foreign companies who operate or utilize internet and e-commerce services provided by others.

Having one of the largest commercial real-estate practices in Canada, Blakes can offer seamless service on leasing, acquisitions or dispositions across the country. Blakes also has a national employment and labour practice that can provide 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, trade-mark clearance, packaging and labelling, consumer product safety, product recalls, advertising, anti-spam and the applicability of French language laws to retail operations in the province of Quebec. We 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. Blakes also has extensive expertise in Canadian and cross-border retail insolvency proceedings, including Companies’ Creditors Arrangement Act (CCAA), Bankruptcy and Insolvency Act (BIA) and receivership cases.

Recent Experience

Transactional:

The Special Committee of Indigo Books & Music Inc. in its sale to Trilogy Investments LP and Trilogy Retail Holdings Inc.  
Canadian counsel to Apollo Global Management Inc. in its acquisition of a minority stake in PetSmart from BC Partners LLP
The owners of Westgroupe Optical Inc., distributors of eyewear in Canada and the United States, on the sale of their business to FYI Eye Care Services and Products Inc.
Sycamore Partners on its acquisition of Lowe's Companies, Inc.’s Canadian retail business including Lowe’s Canada and Rona stores
Scotiabank on the establishment of its joint venture with Cineplex, Canada’s largest movie theatre chain, and Empire, owner of one of Canada’s largest grocery networks (including Sobey’s, IGA, Foodland and Farm Boy), and the launch and expansion of the Scene+ national loyalty program.
Mama Earth Organics Inc., a subscription service for organic produce and grocery delivery, on the sale of all of its issued and outstanding shares to Fresh City Farms, Inc., an urban farm and organic online retailer in Ontario, Canada.
All Saints on Canadian retail leasing and tax issues.
Canadian counsel to L Catterton as Canadian counsel in connection with its acquisition of a majority interest in the Beauty Industry Group.
Reigning Champ on its sale of a 75 per cent stake to Aritzia Inc.
Deciem Beauty Group Inc. on the agreement by The Estée Lauder Companies Inc. to increase its investment in the company.
Rover Parking Inc. on its acquisition by SpotHero 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.
Hudson’s Bay Company in connection with its C$2-billion privatization transaction with a shareholder group led by the Company's Executive Chairman.
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.
PayPal Canada Co. on its acquisition of HyperWallet Systems Inc.
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.
VerticalScope, a digital media company specializing in enthusiast websites and interest-based online communities, on its acquisition of VarageSale, the community-focused buy and sell website and mobile app.
Instacart Inc. on its acquisition of Unata Inc.
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.
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.
Crate & Barrel Canada Inc. on its expansion into Canada.

Ongoing:

Bose Corporation on numerous retail matters.
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.
A number of retailers in structuring payment apps and payment processing programs
A number of retailers on their Canadian marketing and advertising activities, including compliance with sales claims and other pricing matters, all manner of contests and promotions, product safety and recall matters, and compliance with Canada’s Anti-Spam Legislation.