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David Shaw
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Partner

David Shaw is a partner and business lawyer, and chair of Dale & Lessmann LLP’s Corporate & Commercial practice group. David’s practice focuses on mergers and acquisitions, corporate reorganizations, franchising and distribution arrangements, international and domestic joint ventures, and corporate finance.

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David is a transactional lawyer and practices in the areas of corporate & commercial law, M&A, corporate finance, franchise law, licensing, distribution and cannabis law.

David works across a broad spectrum of service sectors including technology, agribusiness, horticulture, engineering and electrical services, finance, retail, restaurants, cannabis and wholesale distribution.

David collaborates with management and their outside business, tax and accounting advisors, to interpret the law with the aim of providing practical business solutions.  He has become a trusted advisor to many of his long-standing clients.

David’s more than 20 years of experience in corporate and commercial law 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 acts for both Canadian and foreign businesses, whose transactions frequently include significant international aspects.  He 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.

David 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.

Recognition

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

Representative Work

  • 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

Recent Presentations & 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.

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Service Areas

Cannabis

Corporate & Commercial

Corporate Finance

European Practice Group

Franchising, Licensing & Distribution

Investment in Canada

Manufacturing & Supply Chain

Mergers & Acquisitions

Education

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

Professional Membership(s)

  • American Bar Association, Forum on Franchising
  • Canadian Franchise Association, Legal & Legislative Affairs Committee
  • International Bar Association, Closely Held and Growing Business Enterprises Committee
  • International Franchise Association
  • Ontario Bar Association, Franchise Law Section

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