David J. Toswell Senior Counsel | Toronto

About David

David's practice focuses on all aspects of corporate and securities law, including public and private merger and acquisition (M&A) transactions, capital markets financings, corporate governance advice and shareholder activism matters.

David has been at Blakes for over 35 years, joining 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 and Legal Personnel Committee, and is a prior Chair of the Firm's Summer Student Committee. He has also served as Co-Chair of the Capital Markets and Mergers & Acquisitions groups. David recently completed a six-year term on the Firm's Executive Committee (from 2015 to 2020).

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.

Select Experience

Recent M&A, capital markets and shareholder activism transactions that David has advised on include:

Mergers and Acquisitions

Assisted HLS Therapeutics Inc. (TSX: HLS) on its exclusive agreement with Amarin Corporation to register, commercialize and distribute Vascepa® capsules in Canada
Advised ECN Capital Corp. (TSX: ECN) on its C$900-million sale of its commercial and vendor finance business to Canadian Western Bank
Acted for HLS Therapeutics on its going public transaction by way of a reverse take-over of Automodular Corporation implemented through a plan of arrangement
Acted for ECN Capital 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 C$570-million acquisition of the assets comprising GE Canada's vehicle fleet leasing business, C$243-million portfolio acquisition of leased helicopters from GE Capital, and C$2-billion railcar finance vendor program with Trinity Industries (including all financing arrangements and related securitization finance transactions in connection with such acquisitions)
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 ECN Capital Corp. on its C$75-million offering of senior unsecured hybrid debentures
Acted for Element Fleet on its inaugural issuance of US$400-million senior unsecured investment grade notes
Acted for HLS Therapeutics on its C$50-million bought deal offering of common shares
Acted for ECN Capital on a C$1-billion financing commitment from a major Canadian pension plan to purchase originations from ECN subsidiary Service Finance Company
Acted for Element Fleet on its C$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 on capital management transactions resulting in the repurchase of C$595-million of shares by way of two substantial issuer bids for common shares and normal course issuer bids for common and preferred shares
Acted for Element Financial Corporation on public financings aggregating more than C$5-billion, including: C$2.8-billion prospectus financing comprising C$2.04-billion of subscription receipts (for underlying common shares), C$575-million extendible convertible subordinated debentures and C$172.5-million of rate reset preferred shares that represented the third-largest bought deal in Canadian capital markets history (June 2015); and C$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 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 Fiat Chrysler Finance Canada in connection with the renewal of Fiat S.p.A's €20-billion global medium term note program

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. (now Nutrien) on its successful proxy contest defence against JANA Partners LLC
Advised Biovail Corporation on the successful defence of the proxy contest initiated in 2009 by Eugene Melnyk, founder and former CEO of Biovail; and 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