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 in Dale & Lessmann LLP's Corporate and Commercial group. David's practice focuses on mergers and acquisitions, franchising and distribution arrangements, international and domestic joint ventures and reorganizations.  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.  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 negotiation and preparation 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.

REPRESENTATIVE WORK

David has advised:

  • 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 take-over 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 is recognized as a leading Canadian franchise lawyer in the following publications:

  • The Best Lawyers in Canada from 2013 through 2019
  • Chambers Canada: Canada's Leading Lawyers for Business 2016, 2017 and 2018
  • Who's Who Legal 2015, 2016, 2017 and 2018 (Franchising)
  • The Canadian Legal Lexpert Directory for 2014 through 2018
  • Named as a Franchise Times Legal Eagle for 2016 and 2017

PROFESSIONAL ACTIVITIES

David is a member of the Executive of the Ontario Bar Association's Franchise Law Section and currently serves as its Secretary.  He served as the Section's CLE Liason and then its Program Coordinator from 2015 through 2017 and as a member-at-large from 2011 through 2015.  David co-chaired the Ontario Bar Association's 2014 Annual Franchise Law Conference.  He 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. David 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 and has 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 — "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.

Co-author — "Canada's New Anti-Spam Legislation — In Force July 1, 2014", The Franchise Voice, Volume 15, Issue 1, Winter 2014.

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 — "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.