Davies

Brian Bloom

Brian Bloom is a partner in the Taxation practice. His practice focuses on income tax law, with particular emphasis on mergers and acquisitions, international tax planning and transfer pricing. Brian is the coordinator of the Montréal office’s Taxation practice group.

In the last few years, Brian has played a key role in structuring major transactions for various high-profile clients. He has also advised the Canadian government on the taxation of electronic commerce and acted as a sessional lecturer in taxation at the McGill Law School.

Prior to joining the firm, Brian worked as a senior tax policy officer in the Tax Legislation Division of the Department of Finance and as a senior rulings officer in the corporate reorganizations and international group of the Rulings Directorate of the Canada Revenue Agency.

Representative Work

  • Acted as Canadian tax counsel for Air Canada in structuring the first Canadian Enhanced Equipment Trust Certificate (EETC) financing, permitting Air Canada to efficiently finance the acquisition of aircraft valued at over $900 million.

  • Acted for Paladin Labs Inc. in connection with its acquisition by Endo Health Solutions Inc. in a stock and cash transaction valued at approximately $3 billion.

  • Acted for Cominar Real Estate Investment Trust in connection with its unsolicited takeover bid for Canmarc Real Estate Investment Trust, valued at approximately $904 million.

  • Acted for Plazacorp Retail Properties Ltd. in connection with its tax-deferred conversion from a mutual fund corporation into a real estate investment trust, and its internal reorganization to simplify its structure.

  • Acted for Caisse de dépôt et placement du Québec in connection with the $1.5-billion partial sale of its holdings in Québecor Média to Québecor Média and Québecor Inc.

  • Acted for U.S.-based private equity firm Mill Road Capital, L.P. in its successful "white knight" bid for Cossette Inc. for approximately $134 million.

  • Acted for Prinoth SpA, a member of the Leitner Technologies Group, in its acquisition of the Camoplast Inc. Track Machine Group, a leading manufacturer of snow groomers and other utility vehicles.

  • Acted as Canadian counsel for Time Inc. in its acquisition of QSP, Inc., in the United States, and Quality Service Products Inc., in Canada, from The Readers Digest Association Inc. in a transaction valued at US$110 million.

  • Acted for Abitibi-Consolidated Inc. (now known as Resolute Forest Products) in connection with its merger of equals with Bowater Incorporated to create a company with a combined enterprise value of US$8 billion.

  • Acted for the shareholders of Media Experts M.H.S. Inc. in connection with a sale of a majority interest to Interpublic Group of Companies Canada, Inc.

  • Acted for Locemia Solutions ULC in connection with the acquisition by Eli Lilly and Company of substantially all of Locemia's assets associated with the research and commercialization of the first needle-free rescue treatment of severe hypoglycemia.

  • Acted for Zoom Media Group Inc. in the sale of its non-fitness indoor advertising business (consisting of campus, fashion, business, medical and golf networks) to Newad Media Inc. and in the acquisition of Newad Media Inc.'s fitness indoor advertising business.

  • Acted for Vision 7 International ULC, a fully integrated marketing communications company, whose two major brands include Canadian marketing communication agency leader Cossette and the international PR firm Citizen Relations, in connection with its acquisition by BlueFocus Communication Group Co., Ltd., the No. 1 integrated communication and marketing services group in China.

  • Acted for Newforma, Inc. and Newforma Canada ULC, a project information management (PIM) software company transforming building and infrastructure project delivery based in Manchester, New Hampshire, in connection with its acquisition of all the assets of Smart-Use Softwares Inc., the Montréal developer of an innovative, touch-friendly mobile platform for construction project collaboration.

  • Acted for New Look Vision Group Inc. in connection with its acquisition of substantially all the assets of Optic Direct Inc., doing business in Québec as Greiche & Scaff, for a purchase price of $17.75 million, and its financing arrangements to finance such acquisition, including a $10 million increase of its senior secured debt facility with its bank syndicate to $53 million, and a bought deal private placement of 500,000 subscription receipts at a price of $20.00 per receipt with a syndicate of Canadian investment firms led by GMP Securities L.P.

  • Acted as Canadian counsel for TransMontaigne Inc., a US oil pipeline and terminal company, in connection with the sale of Canterm Canadian Terminals Inc., a company with two distribution terminals for the storage and handling of refined products in Montréal and Québec City, to Royal Vopak, the world's largest independent liquid bulk tank storage service by capacity.

  • Acted for New Look Vision Group Inc. in connection with its acquisition of all the assets and business of Vogue Optical Inc. New Look financed the acquisition through new credit facilities and the private placement of subscription receipts.

  • Acted for the shareholders of MIP Inc. in connection with the sale to Banyan Capital Partners of a majority interest in MIP Inc., a manufacturer and distributor of textile and related products for the health care industry in North America, Europe, South America, Australia and Asia. In addition to its Canadian operations, the acquired business of MIP includes subsidiaries in Germany, the UK, China and Peru.

  • Acted for Plazacorp Retail Properties Ltd. in its negotiated takeover bid of KEYreit for approximately $119 million and graduation from the TSX Venture Exchange to the Toronto Stock Exchange. Plazacorp's bid for KEYreit defeated an unsolicited takeover bid for KEYreit by Huntingdon Capital Corp.

  • Acted for Kaycan, Ltd. in connection with its agreement with Pfleiderer Canada Inc. to buy Uniboard Canada Inc. with its North American Particleboard, MDF, thermally fused melamine and laminate flooring facilities.

  • Acted for Pharmascience Inc. in connection with its $17.25-million investment in its strategic partnership with BELLUS Health Inc.

  • Acted for BELLUS Health Inc. in connection with the sale of its wholly owned subsidiary, Ovos Natural Health Inc., and with respect to a Canadian license and supply agreement relating to Bellus Health's Vivimind product.

  • Acted for Zoom Media Group Inc., the world's largest digital fitness media company, in connection with its acquisition of Sports Display, Inc.

  • Acted for Atrion International Inc., a leading global provider of product compliance data and software solutions, in connection with the acquisition of Atrion by a subsidiary of IHS Inc.

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PUBLICATIONS

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Recognition

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  • Recognized in Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada in the area of Corporate Tax.
  • Recognized in The Canadian Legal Lexpert Directory as a Most Frequently Recommended practitioner in Corporate Tax.
  • Recognized in the Lexpert Guide to the Leading US/Canada Cross-border Corporate Lawyers in Canada in the area of Corporate Tax.
  • Recognized in the Lexpert special edition, Canada's Leading Corporate Lawyers.
  • Recognized in Expert Guides' Guide to the World's Leading Transfer Pricing Advisers.
  • Named a leading individual in World Tax 2015, International Tax Review’s directory to the leading tax advisory firms around the world.
  • Recognized in The Best Lawyers in Canada as a leading practitioner in the areas of Tax law and Trusts and Estates.
  • Recognized in Who's Who Legal: Corporate Tax as a leading business law practitioner.

Professional Affiliations

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Ontario Bar Association

International Fiscal Association

Canadian Tax Foundation

Lord Reading Law Society

Board Memberships

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Community Involvement

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Teaching Engagements

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Speaking Engagements

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Articles and Publications

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Brian writes frequently on tax matters and is the author of a number of published articles, including:

  • “Canada’s (Two) Transfer Pricing Rules: A Tax Policy and Legal Analysis”, Report of Proceedings of the Sixty-third Tax Conference, 2011 Conference Report (Toronto: Canadian Tax Foundation, 2012).
  • "Has Parliament Failed to Charge the 'Tax on SIFT Partnerships'?" (2011) 59:1 Canadian Tax Journal 1;
  • "A Policy of Disengagement: How Subsection 247(2) Relates to the Act's Income-Modifying Rules" (2009) CCH Tax Topics;
  • "Paragraph 247(2)(b) Demystified" (2006) 1783 CCH Tax Topics 1; and
  • "Subsection 247(2) Versus Subsection 69(1) of the Income Tax Act" (2006) 18:3 International Tax Planning 1.
Brian Bloom
Brian Bloom
Partner
Office:
Montréal
Tel:
514.841.6505
Email:
bbloom@dwpv.com
Bar Admissions:

Ontario, 1998

Québec, 1992

Education:

McGill University, B.C.L., LL.B., 1991

Université de Montréal, B.Sc., 1987