David Shaw

Contact

416-369-3812

Email dshaw@dalelessmann.com

Education

  • Admitted to the Ontario Bar - 2002
  • LL.B., University of Toronto - 2000
  • M.B.A., University of Toronto - 2000
  • B.A. (Hon.), McGill University - 1993

Practice Description

David is a Partner and Business Lawyer that heads up Dale & Lessmann LLP’s Corporate and Commercial practice group. David’s practice focuses on mergers and acquisitions, corporate reorganizations, franchising and distribution arrangements, international and domestic joint ventures and structured financing (including assisting borrowers and lenders in a variety of domestic and cross-border loan transactions).  His experience includes structuring and negotiating various complex commercial agreements, including share purchase, asset purchase, shareholder, partnership, joint venture, franchising, distribution, licensing, outsourcing and service as well as lending and security documentation.  He also provides legal advice relating to day-to-day commercial matters for public and private corporate clients.  David has coordinated a wide range of post-closing regulatory matters, as well as post-acquisition restructuring and rationalization to help clients effectively integrate recently acquired businesses.

He also regularly advises clients in a wide range of industries on franchise and distribution law matters, including the preparation and negotiation of master franchise agreements, area development agreements, single-unit franchise agreements, disclosure documents and related documentation, as well as advising and assisting clients with respect to system rebranding, regulatory compliance, franchise acquisitions and divestitures, and terminations.

David has also advised many brand owners and licensed retail cannabis stores with respect to cannabis licensing, branding and regulatory matters including the drafting and negotiation of license agreements, consulting agreements, loan agreements and security documentation.  In addition, he has assisted with the incorporation and organization of licensed retailers (including the preparation of shareholders’ agreements) and the purchase and sale of licensed cannabis retail stores.

REPRESENTATIVE WORK

David has advised:

  • Vancity Community Investment Bank and its subsidiary CoPower Finance in connection with its financing of Forum Subterra’s development and operation of multiple geothermal district energy systems for new tower and townhouse complexes
  • Mayweather Boxing + Fitness on its expansion into Canada
  • Inspire Brands, with respect to compliance with Canadian franchise legislation relating to its Arby’s, Buffalo Wild Wings and Sonic brands
  • Infor, on its acquisition of Vivonet
  • Sistema Educacional Brasileiro (SEB), on its acquisition of South American master franchise rights for the Maple Bear Schools system
  • Belron, on its acquisition of the Speedy Collision franchise system
  • Imperial Oil, on its sale of 497 Esso branded retail gas stations to five fuel distributors for total proceeds of approximately $2.8 billion
  • Arby’s Restaurant Group, with respect to compliance with Canadian franchise legislation, supply chain management, implementation of a Canadian gift card program and menu labelling requirements
  • Fred Deeley Imports, on the sale of its motorcycle distribution business to Harley Davidson
  • MidOcean Partners, on its acquisition and sale of Noranco
  • Birch Hill Equity Partners, on its acquisition of the MEDIchair franchise system
  • Driven Brands, on its acquisition of the Carstar franchise system
  • Ericsson Canada in connection with its acquisitions of BelAir Networks, ConceptWave Software, Telcocell and TimelessMIND
  • Belron, owners of the Apple Auto Glass® and Speedy Glass® franchise systems, and other franchised businesses in Canada and internationally, in relation to the positioning of franchise systems and franchise locations, regulatory compliance and the preparation of franchise documentation
  • Rockstar Bidco, a consortium of technology companies, and Ericsson on the US$4.5-billion purchase at auction of Nortel Networks’ portfolio of over 6,000 patents
  • Ericsson on its US$1.13-billion acquisition of Nortel’s CDMA and LTE businesses, its US$70-million acquisition of Nortel’s North American GSM business, and its US$65-million acquisition of Nortel’s multi-service switch (Passport) business
  • Major League Soccer in connection with its Vancouver and Montreal expansion
  • Global Banking Corporation on its proposed acquisition of an 11 percent stake in S Tel, India, a joint venture telecom company established between Batelco (Bahrain) and the Siva Group (India)
  • Infor Global Solutions in connection with its acquisition of Workbrain Corporation through a plan of arrangement
  • Labatt Brewing in connection with its acquisition of Lakeport Brewing Income Fund through a public take-over bid
  • Vivendi Holdings in connection with the acquisition from public shareholders of all remaining exchangeable shares of Vivendi Exchangeco
  • Akzo Nobel in connection with its acquisition of Sico through a public takeover bid
  • Geac Computer in connection with the plan of arrangement pursuant to which it was acquired by Golden Gate

Professional Affiliations and Distinctions

AWARDS & RECOGNITION

David has been recognized as a leading Canadian franchise lawyer over the course of many years in the following publications:

  • The Best Lawyers in Canada
  • Chambers Canada: Canada’s Leading Lawyers for Business
  • Who’s Who Legal: Canada
  • Who’s Who Legal: Franchise
  • The Canadian Legal Lexpert Directory
  • Franchise Times Legal Eagle

In addition, the Chambers Canada 2021 guide ranked Dale & Lessmann LLP’s franchise practice group as one of the leading franchise law practices in Canada.

PROFESSIONAL ACTIVITIES

David is the Chair of the Executive of the Ontario Bar Association’s Franchise Law Section.  In such capacity, he is also serving as a member of the Ontario Bar Association Council.  David has previously served as the OBA Franchise Law Section’s Vice-Chair, Secretary, CLE Liaison and Program Coordinator.  He co-chaired the Ontario Bar Association’s 2014 Annual Franchise Law Conference.

David is also a member of the Canadian Franchise Association, its Legal & Legislative Affairs Committee and its Legislation and Regulations Subcommittee and serves as the Chair of the Legal & Legislative Affairs Committee’s Editorial Advisory Subcommittee.  He served as the Co-Chair of the Canadian Franchise Association’s 2009 Ontario Region Legal Day and as a member of the Canadian Franchise Association’s Legal Day Planning Committee from 2009-2013.

David is also a member of the American Bar Association’s Forum on Franchising and the International Franchise Association (and Dale & Lessmann LLP is a member of the International Franchise Association’s Supplier Forum).  In addition, David has presented seminars and workshops and facilitated roundtable discussions at many franchising conferences (including many OBA Franchise Law Conferences and CFA Law Days).  He has also written numerous articles relating to franchising including co-authoring the “Structuring an Expansion to Canada” chapter of the ABA Forum on Franchising’s Fundamental of Franchising, Canada textbook published in 2017.

David has served as a course leader and presented at various conferences on joint ventures and major business agreements and has edited and authored various corporate law publications, including editing and co-authoring “The Commercial Laws of Canada” and “Agency and Distribution Law in Canada” textbooks.

Recent Presentations and Publications

PUBLICATIONS

Co-author — “Legal Digest”, The Franchise Voice, Winter Edition, Winter 2021, Canadian Franchise Association.

Author“Franchising in Canada”, Dale & Lessmann LLP Bulletin, October 2, 2020.

Co-author — “Best Practices for Disclosing During Unprecedented Times”, CFA Law Day, September 24, 2020.

Author — “Canadian Federal Government Announces Increased Scrutiny of Certain Foreign Investment Transactions Under the Investment Canada Act During Covid-19 Pandemic”, Dale & Lessmann LLP Bulletin, April 27, 2020.

Author“Canadian Securities Administration Issues Guidance on Platforms Facilitating Crypto Asset Trading”, Dale & Lessmann LLP Bulletin, February 11, 2020.

Author — “Who’s in Charge of your CBCA Corporation? Maintaining a Register of Individuals with Significant Control”, Dale & Lessmann LLP Bulletin, January 16, 2020.

Author — “Joint Venture Formation Checklist”, Corporate and Private M&A, Lexis Practical Guidance.

Author — “Primary Canadian Legal Forms of Joint Ventures”, Corporate and Private M&A, Lexis Practical Guidance.

Co-Author “Legal Digest”, The Franchise Voice, Volume 20, Issue 2, Spring 2019, Canadian Franchise Association.

Co-author — “Disclosure Errors: Assessing the Impact”, Ontario Bar Association 18th Annual Franchise Law Conference, Toronto, Ontario, November 13, 2018.

Co-author — “Structuring an Expansion to Canada”, Chapter 1 of Fundamentals of Franchising Canada, Second Edition, Edited by Peter V. Snell and Larry Weinberg, Forum on Franchising, American Bar Association, 2017.

Co-author — “Now in Effect: British Columbia’s Franchises Act”, Blakes Business Class Bulletin on Franchising, February 9, 2017.

Co-author — “And Then There Were Six: British Columbia’s Franchise Legislation Came into Effect on February 1, 2017”, Section Insider, Franchise Law, Ontario Bar Association, February 6, 2017.

Co-author and Editor — “The Commercial Laws of Canada”, Digest of the Commercial Laws of the World, Vol. 2, Ch. 8, pp. 1-194, Thomson Reuters, February 2017.

Co-author — “Amendments to Ontario’s Calorie Disclosure Requirements”, Blakes Business Class Bulletin on Franchising, October 12, 2016.

Co-author — “Counting Calories: Calorie Disclosure Requirements Coming to Ontario Restaurant Menus in 2017”, Section Insider, Franchise Law, Ontario Bar Association, October 11, 2016.

Co-author — “Let’s Eat; New Calorie Disclosure Requirements Coming to an Ontario Restaurant Near You”, Blakes Business Class Bulletin on Franchising, September 26, 2016.

Co-author — “Legislative Update: Electronic Disclosure to Prospective Franchisees Coming to Ontario July 1, 2016”, Blakes Business Class Bulletin on Franchising, June 17, 2016.

Co-author — “Annual Legal and Legislative Update”, Ontario Bar Association 15th Annual Franchise Law Conference, Toronto, Ontario, November 17, 2015.

Co-author — “Legal Digest”, The Franchise Voice, Volume 15, Issue 2, Spring 2014, Canadian Franchise Association.

Co-author — “Canada’s New Anti-Spam Legislation — In Force July 1, 2014”, The Franchise Voice, Volume 15, Issue 1, Winter 2014, Canadian Franchise Association.

Co-author — “Acting for the Franchisor: How to Prepare a Disclosure Document”, Ontario Bar Association’s Institute 2014, Toronto, Ontario, February 7, 2014.

Co-author — “In the Best Interest of the Brand”, Ontario Bar Association 12th Annual Franchise Law Conference, Toronto, Ontario, November 6, 2012.

Author — “Agency and Distribution Law in Canada”, “International Agency & Distribution Agreements”, Volume 4, Thomas F. Clasen and Joseph E. Puchner (Matthew Bender, Rev. Ed.).

Co-author — “Manitoba Franchises Act Comes into Force on October 1, 2012”, Blakes Bulletin on Franchising, April 2012.

Co-author — “Franchising in Ontario Case Law Update: Sirianni v. Country Style”, Blakes Bulletin on Franchising, March 2012 and republished in the Canadian Corporate Counsel, Volume 21, Number 6, May 2012 (Canada Law Book: Toronto, Ontario).

Co-author — “The Latest Word on Franchising Disclosure Exemptions”, Blakes Bulletin on Franchising, March 2012.

Co-author — “Disclosure Requirements of Ontario’s Franchise Legislation and the Rescission Remedy”, Blakes Bulletin on Franchising, March 2012.

Author — “2011 - 2012 Judicial Update: Recent Ontario Cases Regarding Disclosure Exemptions”, Presented at 2012 Canadian Franchise Association Ontario Region Legal Day, Toronto, Ontario, February 2, 2012.

Author — “2011 - 2012 Legislative Update on Canadian Franchise Legislation”, Presented at 2012 Canadian Franchise Association Ontario Region Legal Day, Toronto, Ontario, February 2, 2012.

PROFESSIONAL APPEARANCES

Co-Presenter — “Best Practices for Franchise Disclosure & Covid-19”, Canadian Franchise Association Franchise Recruitment Summit, Toronto, Ontario, October 14, 2020.

Co-Presenter — “Best Practices for Disclosing During Unprecedented Times”, Canadian Franchise Association Law Day, Toronto, Ontario, September 24, 2020.

Moderator and Co-Presenter — “Legal Action Plan: Franchise System Contracts & Agreements” Webinar, Canadian Franchise Association, Toronto, Ontario, April 16, 2020.

Co-Presenter — “Disclosure Errors: Assessing the Impact”, Ontario Bar Association 18th Annual Franchise Law Conference, Toronto, Ontario, November 13, 2018.

Roundtable Facilitator — “Assessing Materiality for Disclosure Purposes”, Ontario Bar Association 17th Annual Franchise Law Conference, Toronto, Ontario, November 16, 2017.

Co-Presenter — “Best Practices for Preparing and Disclosing Earnings Projections and Estimates of Operating Costs”, Canadian Franchise Association Law Day, Canadian Franchise Association, Toronto, Ontario, September 26, 2017.

Co-Chair — “The Fundamentals of Franchise Law in Ontario”, Ontario Bar Association Institute, Toronto, Ontario, February 8, 2017.

Co-Presenter — “Franchise Legislation Comes into Force in British Columbia on February 1 — Are You Ready?” Webinar, Canadian Franchise Association, Toronto, Ontario, December 14, 2016.

Roundtable Facilitator — “Determining Materiality for Disclosure Purposes”, Ontario Bar Association 16th Annual Franchise Law Conference, Toronto, Ontario, November 17, 2016.

Co-Presenter — “Annual Legal and Legislative Update”, Ontario Bar Association 15th Annual Franchise Law Conference, Toronto, Ontario, November 17, 2015.

Presenter — “Joint Venture and Strategic Alliance Agreements”, 21st Negotiating and Drafting Major Business Agreements Conference, Federated Press, Toronto, Ontario, October 7-8, 2015.

Co-Chair — “Partnerships, Limited Partnerships and Joint Ventures”, 2nd Partnerships, Limited Partnerships and Joint Ventures Course, Federated Press, Toronto, Ontario, June 4 & 5, 2015.

Co-Presenter — “Determining the Structure to Achieve Business Goals”, Managing Strategic Alliances Course, Federated Press, Toronto, Ontario, April 21 & 22, 2015.

Presenter — “Wishart 101: The Fundamentals of Ontario Franchise Law — An Introduction to the Arthur Wishart Act”, Ontario Bar Association Institute 2015, Toronto, Ontario, February 5, 2015.

Roundtable Facilitator — “The Cora Decision and Its Implication for General Releases”, Canadian Franchise Association, Canadian Franchise Association Law Day 2015, Toronto, Ontario, January 29, 2015

Co-Chair — “Regulation Nation: Franchising in an Era of Increasing Regulation“, 14th Annual OBA Franchise Law Conference, Toronto, Ontario, November 18, 2014.

Presenter — “Joint Venture and Strategic Alliance Agreements“, 19th Negotiating and Drafting Major Business Agreements Conference, Federated Press, Toronto, Ontario, October 8, 2014.

Co-Presenter “The New Era in Email Marketing: Practical Tips to help Franchisors and Franchisees Comply with Canada’s Anti-Spam Legislation“ Webinar, Canadian Franchise Association, Toronto, Ontario, May 1, 2014.

Presenter — “Determining the Structure to Achieve Business Goals“, Partnerships, Limited Partnerships and Joint Ventures Course, Federated Press, Toronto, Ontario, March 27, 2014.

Co-Presenter — “Acting for the Franchisor: How to Prepare a Disclosure Document“, Ontario Bar Association’s Institute 2014, Toronto, Ontario, February 7, 2014.

Roundtable Facilitator “Disclosure Exemptions“, Ontario Bar Association 13th Annual Franchise Law Conference, Toronto, Ontario, November 19, 2013.

Presenter — “Wishart 101: The Fundamentals of Ontario Franchise Law — An Introduction to the Arthur Wishart Act“, Ontario Bar Association Institute 2013, Toronto, Ontario, February 8, 2013.

MEDIA APPEARANCES

Quoted — “ ‘Joint-employer’ status could rattle franchise industry: it will be a game-changer", Financial Post, June 14, 2016.

Quoted — "The Future of Franchising in Canada", Lexpert (Online), April 18, 2016.

Recent Blog Posts

Franchising is not as heavily regulated in Canada as it is in a number of other jurisdictions, including the United States.  In Canada, franchising is a purely provincial matter and there is no federal franchise legislation applicable across the country.  Currently, only six provinces have franch
The Canadian federal government (the Government) has announced that it is taking steps to protect Canadian businesses by tightening their enforcement of the rules around foreign takeovers as the Covid-19 pandemic continues to materially impact the health of the Canadian economy.  On April 18, 202
The Canadian Securities Administration (CSA) issued “CSA Staff Notice 21-327 Guidance on the Application of Securities Legislation to Entities Facilitating the Trading of Crypto Assets” on January 16, 2020.
Maintaining a Register of Individuals with Significant Control