Donald G. Gray

Of Counsel and Foreign Legal Consultant (Not Authorized to Practice Florida Law)
Donald Gray


Donald Gray is an of counsel and foreign legal consultant (not authorized to practice Florida law) in Holland & Knight's Miami office, where he focuses on aviation and aerospace. Mr. Gray advises many of the world's leading aircraft lessors, financiers and manufacturers – as well as several domestic and international airlines and aircraft operators – on aircraft finance transactions, and aerospace commercial and regulatory law matters.

Mr. Gray has advised on the financing or refinancing of more than 900 aircraft during the past 15 years. In addition, he has played a leading role on behalf of financiers in every significant Canadian airline bankruptcy proceeding in the last 25 years, most notably, Wardair, Odyssey International Airlines, Air Toronto, Soundair Express, Vacationair, Worldways, Nationair, Can-Air Cargo, VistaJet, Canadian Airlines International Ltd., Inter-Canadien, Canada 3000, Royal Airlines, AllCanada Express, Knighthawk, Air Canada, Jazz, Jetsgo, Zoom Airlines, Skyservice and Aveos. He also has advised financiers in several worldwide airline insolvency proceedings, including Eastern Airlines, Kingfisher, SkyGreece, WOW Airlines, Bristow Group, Norwegian and CHC.

In addition, Mr. Gray has represented GE Capital Aviation Services (GECAS) and most other aircraft lessors in the successful Air Canada restructuring, which received an Airfinance Journal "Deal of the Year" Award in 2004. He represented the underwriters and structured in Air Canada's historic Enhanced Equipment Trust Certificate (EETC) financing of its 2013 B777 deliveries, which was the first "true" EETC completed by a non-U.S. airline, and which received both Airline Economics and Airfinance Journal "Deal of the Year" awards.

Mr. Gray also has advised a number of non-Canadians in regard to mergers and acquisitions (M&A) transactions with Canadian aviation undertakings, and several Canadian entities in international aviation M&A transactions.

Mr. Gray was a Canadian delegate to the International Institute for the Unification of Private Law/International Civil Aviation Organization (Unidroit/ICAO) sessions, which enacted the Cape Town Convention on international interests in aircraft assets in 2001. In 1999, he was a member of the draft group in Rome, and in 2001, he was chair of the Insolvency Subgroup in Montreal that prepared the final Cape Town insolvency provisions, including Alternative A. He has also served on the Legal Advisory Panel of the Aviation Working Group (AWG), a group of the world's leading aircraft manufacturers and financiers, since the formation of the panel in 2000. Mr. Gray served as chair of the AWG Legal Advisory Panel from 2006 to 2008, and currently serves on the executive committee of the AWG panel. He was appointed by the AWG as chair of the AWG Canada Contract Group, comprised of leading airline and aviation financing counsel in Canada, to review and report on Cape Town Convention and other major aircraft financing issues.

In the late 1980s, Mr. Gray served as vice president and general counsel of Odyssey International Airlines, an international charter airline; Air Toronto, an Air Canada regional connector; and Soundair Express, an international cargo carrier. He also acted as vice president of maintenance and engineering for the airline group. He is currently an active aircraft owner and IFR-rated pilot, and holds Canadian, United States and South African pilot certificates. Mr. Gray is currently working on transitioning his fixed-wing licenses to include rotary-wing operations.

Mr. Gray holds security clearance from the Canadian government as required for certain military aerospace matters.

Prior to joining Holland & Knight, Mr. Gray established and chaired Canada's top-ranked and largest aviation law practice at an international law firm based in Toronto.

Outside his law practice, Mr. Gray has been an active volunteer with several wild animal conservation nonprofits for more than 20 years. He also served as a volunteer for Big Brothers of Metro Toronto for 12 years, mentoring two little brothers during that time. He also has served as a volunteer for four years with the Law in Action Within Schools (LAWS) program, mentoring Toronto inner-city high school students with an interest in a legal career.

Representative Experience

  • Led the effort, with Air Canada support, to have Canada and key provinces ratify the Cape Town Convention and Aircraft Protocol; this included appearing before the Parliamentary Transport Committee in respect of the merits of the treaty, meetings with the federal and key provincial agencies affected by it, and liaising with all remaining provinces and territories to ensure ratification and implementation across Canada
  • Represented Morgan Stanley and other underwriters, and structured first true Enhanced Equipment Trust Certificate (EETC) for a non-U.S. airline on behalf of Air Canada; initiated and led proposals to three U.S. rating agencies and all five EETC banks to enlist support for a Canadian transaction
  • Represented the Export-Import Bank of the United States (Ex-Im Bank) and TD Bank for the first Export Credit Agency (ECA) guaranteed bonds issued by a Canadian airline (Air Canada)
  • Represented Commercial Aircraft Corporation of China (COMAC) and Aviation Industry Corporation of China (AVIC) in their proposed acquisitions of Bombardier's commercial aircraft businesses
  • Represented Boeing Defense and Space in proposal to the Royal Canadian Air Force for F/A-18 Super Hornet as Canada's new fighter jet
  • Structured and proposed to Air Canada what would have been first issue by an airline of green bonds to finance new generation aircraft
  • Represented Indigo Partners in its investment in Lynx Airlines, formerly EnerJet
  • Advised the government of Mexico in connection with renegotiation of North America Free Trade Agreement (NAFTA) in respect of airline issues
  • Advised the government of Canada on amendments to the Canada Transportation Act in respect of control of Canadian air carriers
  • Represented 777 Partners in its investment in Flair Airlines and purchase and delivery of up to 180 new Boeing Max 8 aircraft
  • Coordinated the Canadian airline industry submissions to the Canadian government in respect of the 2010/2011 Aircraft Sector Understanding (ASU) Organization for Economic Cooperation and Development (OECD) negotiations
  • Represented Onex Partners in its acquisitions of WestJet and Sunwing Airlines


  • University of Windsor Faculty of Law, LL.B.
  • Wayne State University Law School, Exchange Program in International Aviation Law
  • The University of Western Ontario, B.A., International Politics
Bar Admissions/Licenses
  • Florida
  • Ontario
  • The Hague Court of Arbitration for Aviation, Advisory Board, June 2022-Present
  • Aviation Working Group (AWG), Legal Advisory Panel, Chair, 2006-2008; Global External Counsel, 2017-2020
  • Cape Town Convention/Aircraft Protocol, Transport Canada Delegate, 1996-2013
  • Air Transport Association of Canada (ATAC), Legal Affairs Committee, 1984-2022
  • International Society of Transport Aircraft Trading (ISTAT), 2009-Present
  • Aerospace Industries Association of Canada (AIAC), 2007-2022
  • Canadian Business Aircraft Association (CBAA), 2005-2022
  • Helicopter Association International (HAI), 2012-2022
  • Canadian Association of Defence and Security Industries (CADSI), 2016-2021
  • Aircraft Owners and Pilots Association (AOPA), 1986-Present
  • Experimental Aircraft Association (EAA), 1988-Present
  • Lawyer-Pilots Bar Association (LPBA), 2006-Present
  • Seaplane Pilots Association (SPA), 1988-Present
  • Transport Canada Aviation, Aviation Regulation Advisory Council, 1984-2022
  • Boeing Employees' Flying Association (BEFA), 2021-Present
Honors & Awards
  • Chambers Global, Aviation, 2015-2022
  • Who's Who Legal, Global/Aviation Finance, Thought Leaders – Global Elite, 2018-2022
  • Who's Who Legal, Canada – Aviation, 2018-2022
  • Chambers Canada, Leading Lawyer, Aviation, 2018
  • Financial Times, Nominee, North America Innovative Lawyer Awards, 2018
  • Legal Media Group's The Best of the Best, Top Aviation Lawyer in Canada, 2018
  • Who's Who Legal Canada, Aviation Finance, Global Lawyer of the Year, 2017
  • Legal Media Group's The Best of the Best, World's Top 30 Aviation Lawyers, 2014
  • Legal Media Group's The Best of the Best, World's Top 25 Aviation Lawyers, 2007

Speaking Engagements