Davies

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• Acted for Nunavut Iron Ore Acquisition Inc. and The Energy and Minerals Group in connection with an unsolicited takeover bid for Baffinland Iron Mines Corporation, and its subsequent successful joint bid with ArcelorMittal, in a transaction valued at $590 million.

• Acted successfully for BCE Inc. and Bell Canada in an appeal before the Supreme Court of Canada in the landmark case involving the proposed $51.7 billion privatization of BCE and the attempt by certain holders of debentures of Bell Canada (BCE's subsidiary) to prevent court approval of the transaction on the basis that the transaction failed to properly protect their interests. In a unanimous decision, the Supreme Court of Canada reversed the previous decision from the Québec Court of Appeal, rejected the claims made by the debentureholders, and restored the trial judge's approval of the transaction.

• Acted for the Beaverbrook (U.K.) Foundation which faced an arbitration against the Beaverbrook Art Gallery concerning the ownership of numerous valuable works of art acquired by the Beaverbrook (U.K.) Foundation between 1954 and 1965 and currently housed at the Beaverbrook Art Gallery.

• Acted for Jaguar Financial Corporation, a shareholder of HudBay Minerals Inc., in its successful precedent-setting application to the Ontario Securities Commission to force HudBay to obtain shareholder approval as a condition to HudBay's proposed $550 million acquisition of Lundin Mining Corporation, which led to the termination of the proposed transaction and removal from office of the existing Board of Directors of HudBay.

• Acted for GrowthWorks Ltd. in its successful opposition to a plan of arrangement put forward by VenGrowth Funds in proceedings before the Ontario Superior Court of Justice.

• Acting for the Commissioner of Competition before the Competition Tribunal in the case brought against Visa and MasterCard.

• Acted for Barrick Gold Corporation in its action against Les Éditions Écosociété Inc. claiming compensatory, moral and punitive damages.

• Acted for CIBC World Markets, the financial advisors to the Special Committee of Magna International Inc., in connection with the elimination of its dual class share structure and the creation of a single class of equity securities by way of plan of arrangement.

• Acted for Shaw Communications Inc. in a reference to the Federal Court of Appeal concerning the jurisdiction of the CRTC to implement a proposed value for signal regime.

• Acting for Rogers and Microcell in defending a series of class actions throughout Canada concerning so-called "system access fees" charged by Rogers, Microcell and many other telecommunications companies.

• Acted as lead counsel for Potash Corporation of Saskatchewan in proceedings before the Courts of Saskatchewan. This was a multi-billion dollar dispute over the ownership of potash reserves in the world's largest potash mine in Esterhazy, Saskatchewan, and gave rise to numerous interlocutory motions (including 2010 SKQB 106, 2010 SKQB 460, 2011 SKQB 208, 2011 SKQB 283) and an appeal to the Saskatchewan Court of Appeal (see 2011 SKCA 120). The case was settled shortly before the commencement of a lengthy trial in Saskatoon on terms satisfactory to Potash Corporation.

• Acted for Barrick Gold Corporation in defending successfully at trial claims asserted against Barrick by Newmont Mining Corporation and St. Andrew Goldfields Ltd. against Barrick in respect of royalty and other agreements entered into in conjunction with the sale of a sizeable operating mine in Northern Ontario.

• Acted for MI Developments, Inc. ("MID") in its successful defence of applications made to the Ontario Securities Commission by Greenlight Capital, Inc., Farallon Capital Management LLC and others seeking orders denying MID the use of various securities law exemptions and seeking to require MID to obtain minority shareholder approval before proceeding with proposed related party transactions with Magna Entertainment Corp.

• Acted as counsel for Eugene Melnyk, the founder of Biovail and the owner of the Ottawa Senators, in lengthy enforcement proceedings before the Ontario Securities Commission, as well as in parallel proceedings in New York involving the Securities and Exchange Commission.

• Acted as counsel to the Chairman and the Enforcement Branch of the Ontario Securities Commission in connection with enforcement proceedings arising from stock option backdating by Research in Motion. This gave rise to the most severe sanctions ever levied in an enforcement proceedings of this nature in Canada.

• Acted for MAG Silver Corp. in its successful defence of a proposed $350 million hostile insider takeover bid by Fresnillo plc. Fresnillo plc ultimately abandoned its takeover following an adverse ruling by the OSC in MAG's application to compel Fresnillo to disclose financial information relevant to its bid.

• Acted for the Special Committee of Patheon Inc. in its response to a hostile bid made by JLL Partners Inc., valued at US$600 million including highly contentious proceedings before the OSC, and the successful defence in Ontario Superior Court of Justice of an injunction motion and a precedent setting application alleging improper solicitation of proxies by the Special Committee.

• Acted in defence of Rogers Communications Inc. in connection with a proposed class action seeking damages of $100 million for breach of contract in respect of an alleged failure to provide certain video on demand cable services.

• Acted for Kemira Chemicals Canada Inc. in its defence of multiple class actions across Canada alleging a price fixing conspiracy in respect of hydrogen peroxide.

• Acted for Fido Solutions Inc. in its defense against a $160-million claim commenced against it by Unique Broadband Wireless Services, Inc. relating to an alleged breach of contract, breach of confidence and breach of fiduciary duty.

• Acted for Rogers Wireless Inc., Fido Solutions Inc. and other Rogers and Fido companies in their defence of a proposed national class action in respect of the 911 fee charged by wireless service providers.

• Acted for SONY BMG Music (Canada) Inc. in the successful defence in a class action based on alleged damages caused by music copy protection software contained in CDs.

• Acted for Sony BMG in connection with investigations by a number of prosecuting authorities in the United States, and parallel class actions in the U.S. and Canada relating to allegations that Sony had included illegal "spyware" in electronic products it had manufactured and sold.

• Acted for Osprey Media Income Fund in its auction process and the resulting negotiated all-cash takeover bid for Osprey by Quebecor Media Inc., including successfully defending Osprey against litigation initiated by Quebecor to challenge Black Press Ltd.'s superior proposal that was eventually matched by Quebecor in a transaction valued at $578 million.

• Acted for Rogers Wireless Inc. in its successful defence of an injunction proceeding brought by Telus Corporation concerning claims of misleading advertising.

• Acted for Barrick Gold Corporation in its pre-bid agreement with Goldcorp Inc. to dispose of certain assets acquired by Barrick in its takeover bid for Placer Dome Inc. and in the subsequent disposition of US$1.6 billion of assets to Goldcorp.

• Acted for Barrick Gold Corporation in a $6-billion securities fraud class action involving Bre-X's development of a massive but fictitious gold deposit in the Busang area of Indonesia.

• Acted for a subsidiary of Magna in defending an oppression application brought against it before the Superior Court of Justice and the Divisional Court.

• Acted for Pershing Square Capital Management LP and certain other institutional investors in Sears Canada Inc. in connection with their successful efforts to oppose Sears Holdings Corporation's insider bid and related efforts to squeeze out the minority shareholders of Sears Canada, including proceedings before the Ontario Securities Commission and the Ontario courts.

• Acted for Xstrata plc in its unsolicited takeover bid for Falconbridge Ltd. valuing Falconbridge at $24.1 billion. At the time of announcement, this transaction was the largest unsolicited takeover bid ever made in the global mining sector and its successful completion made Xstrata the world's fifth-largest mining company.

• Acted for Barrick Gold Corporation in its successful unsolicited US$10.4-billion takeover bid for Placer Dome Inc. resulting in a negotiated transaction to create the world's largest gold mining company. At the time of announcement, this was the largest unsolicited takeover bid made in Canada and it is the largest acquisition transaction ever completed in the gold industry.

• Acted for Canada Pipe Company Ltd. before the Competition Tribunal, Federal Court of Appeal and Supreme Court of Canada with respect to the only fully contested abuse of dominance case to be decided in Canada in the last 10 years. This matter was ultimately resolved through a negotiated Consent Agreement in December 2007.