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Donald B. Johnston

Partner Admitted to the Ontario Bar: 1978

Donald offers his clients more than legal advice – he enjoys getting to know them and uncovering their goals in order to offer the right advice. With decades of experience in high-stakes transactions, Don prides himself on his composed nature and ability to communicate effectively. His clients rely on his mature experience and expert negotiating skills, particularly when exploring new opportunities to offer their products and services or to grow their companies. 

Don is Co-chair of the Technology Law Group, Co-chair of the Privacy & Data Security Group, and a member of the Corporate Commercial, Intellectual Property Law and Energy Law Groups

Don has diverse experience in technology of all kinds, intellectual property, mergers and acquisitions, procurement, privacy/data protection and health law, even new technologies like blockchain and autonomous vehicles. He regularly provides strategic advice to clients on licensing transactions, financing and development projects, negotiating and settling agreements, and distribution arrangements. 

 

Awards & Recognition

  • Recommended in The Legal 500 Canada for his expertise in the practice area of Technology, Media and Telecoms
  • Recognized as a leader in Who's Who Legal Telecommunications Media & Technology: Information Technology and Who's Who Legal: Canada
  • Named as a top practitioner in the Legal Media Group Guide to the World's Leading Technology, Media & Telecommunications Lawyers
  • Recognized in The Best Lawyers in Canada in the fields of Information Technology Law and Technology Law
  • Appears in The Canadian Legal Lexpert Directory as a leading practitioner in the area of Computer & IT Law and Technology Transactions
  • Listed in Lexpert's Leading Canadian Lawyers in Global Mining Special Edition

Professional Involvement

Professional Activities

Memberships

  • Canadian Bar Association, Business Law Section
  • Ontario Bar Association
  • Canadian IT Law Association (IT.Can), Past President (2006 - 2008), Past
  • Treasurer and Co-Founder
  • International Bar Association, Secretary-Treasurer of the Alternative and New Law Business Structures Committee
  • Toronto Computer Lawyers' Group

Teaching Engagements

  • Don has engaged in a great deal of teaching, including as:
    • Part-time instructor in board level management, Rotman School of Business, University of Toronto.
    • Guest lecturer in intellectual property in the context of M&A transactions, Schulich School of Business, York University
    • Guest lecturer at Seneca College of Applied Arts and Technology, Financial Services Compliance Administration course
    • Lecturer at events for the Canadian IT Law Association (IT.Can)
  • Don has lectured extensively on outsourcing, technology law, e-health law, procurement, privacy and data security.

Representative Matters

Advised a specialty imported-foods retail and wholesale distribution company on all post-incorporation startup requirements. This included creating the shareholders’ agreement, distribution agreement, confidentiality agreements and trademark applications.

Advised several biotech companies on all legal work in relation to multi-million dollar VC funding which included creating the subscription agreements, development agreements, shareholders’ agreements, option agreements, employment agreements and clinical research organization services agreements.

Advised an agri-food company on all legal work in relation to startup, including creating the contract manufacturing agreement, materials transfer agreement, confidentiality agreement and trademarks.

Advised Paxgrid Corporation in relation to its business plan, financial proposal, and general startup advice.

Advised a medical marijuana company on all startup work. This included creating the shareholders’ agreement, funding agreements, build-out agreement and merger agreement for sale of company.

Advised an “Internet of Things” technology company respecting startup, including board governance, option plan, confidentiality agreements, licences, funding agreements and acquisition agreement.

Advised Mr. X Inc., a digital studio specializing in feature film visual effects and animation, on all start-up work and enjoyed a continuing relationship to and including the eventual purchase by a public company. This included creating the shareholders’ agreement, production agreements, employment agreements, as well as IP assignment/protection agreements.

Advised an anti-money laundering consulting firm in relation to all startup work and its financing.

Advised Dingo Mobile Inc., a company that provides mobile applications that connect and activate businesses, brands, consumers and content experts, on all startup work. This included creating the shareholders’ agreement, ongoing advice and documentation as well as negotiation of sale to public corporation.

Represented an encrypted email service corporation in relation to creating service agreements, private cloud agreements and financing agreements.

Represented a medical devices company in relation to creating a development agreement, financing agreement and also providing general corporate advice.

Represented a mobile services company in relation to creating the development agreement, user agreement and confidentiality agreement.

Advised the Canadian branch of an established Indian corporation in relation to all incorporation and organization advice and documents which includes the confidentiality agreement and services agreement.

Advised a biofuels company by creating the shareholders’ agreement, licence agreements, financing agreement and confidentiality agreement.

Represented a social media advisory company by creating the shareholders’ agreement, licence agreements and confidentiality agreement.

Represented several U.S.-based Canadian startups in relation to creating distribution agreements, licence agreements, unanimous shareholders’ declarations and general advice on incorporation and registration/reorganization.

Advised an oil patch technology company on all services from startup to full operation including creating the shareholders’ agreement, organization, licences and financing documentation.

Represented OntarioMD Inc., which manages electronic health records, in relation to all startup requirements.

Advised a software company providing data analysis services to the investment industry in relation to the startup of an enterprise, creating the shareholders’ agreement, confidentiality agreements, employee share option agreements and licences.

Advised an internet-based weight loss advisory company on startup services and terms of use.

Advising OntarioMD Inc., a wholly-owned subsidiary of Ontario Medical Association, in connection with electronic health records and other information technology tools that are of use to primary care renewal groups. Work includes advising the Board and senior management of the corporation.

Advised various biotechs on licensing and development transactions with big pharma companies.

Advised financiers and big pharma in biotech investments.

Advised Bruce Power LP in technology procurements and licensing matters pertaining to the acquisition of nuclear power generation facilities in Ontario.

Represented Integrated Grain Processors Co-operative Inc., an Ontario co-operative with more than 840 members, and its newly incorporated wholly-owned subsidiary IGPC Ethanol Inc., in the acquisition of technology required to design, develop, build and operate a 150 million litre ethanol production facility in Aylmer, Ontario.

Advised on the development of a large alternative energy plant that converts biomass into fuel using a non-oxygenated process.

Advised Ministry of Health and Long-Term Care (Ontario) with respect to the establishment and organization of Smart Systems for Health Agency. Work included the creation of the governance structure of the agency.

Advised Ministry of Health and Long-Term Care (Ontario) in two P3 (public-private partnership) transactions.

Assisted Ontario Family Health Network (OFHN), a development corporation owned by the Ministry of Health and Long-Term Care. Assisted OFHN in the preparation of a request for proposals for a clinical management system.

Advised Ontario Medical Association in key procurements for the provision of clinical management systems and services which have recently been made available to Ontario Health Professionals.

Advised Ontario Power Authority in technology procurements and licensing matters pertaining to electricity production facilities.

Acted for private technology provider in large, multi-year contract for the supply of technology to the Ontario government.

Advised Smart Systems for Health Agency with respect to a number of different agreements, including the negotiation and settlement of its key data centre agreement that enables the agency’s entire managed private network, and the negotiation and settlement of a number of other key agreements.

Advised on procurements of cyclotron, MRI facilities, dialysis machines, services and products by various Ontario hospitals.

Advised on roll-out of GIS-based AM/FM system, Saskenergy.

Advised on GIS acquisition by Ministry of Natural Resources (Ontario).

Advised on network facilities matters, Atlantic Lottery Corporation.

Advised on the purchases and sales of aircraft and ships.

Blog Posts

Insights TheSpotlight Oct 18, 2016 Password Misery!
Insights TheSpotlight Aug 25, 2016 Connected Vehicles and Privacy
Insights TheSpotlight Jun 01, 2016 How the European Union Uses Data to Prevent Crime
Insights TheSpotlight May 06, 2016 Digital Currencies
Insights StartupSource May 06, 2016 Digital Currencies
Insights TheSpotlight Apr 25, 2016 More on the Law of the Blockchain
Insights TheSpotlight Mar 10, 2016 What is the Law of the Blockchain?
Insights FirmBlog May 14, 2014 Tech Sector in Ontario Looks to Silicon Valley

Education

  • Certificate, Introduction to Digital Currencies, University of Nicosia, 2016
  • Ontario Bar Admission, 1978
  • Juris Doctor, Osgoode Hall Law School, 1976
  • B.Comm., Memorial University of Newfoundland, 1973