Elie Roth

Partner

Elie Roth

Elie Roth

Partner

Expertise
Bar Admissions
  • Ontario, 2000

“Absolutely extraordinary… his technical expertise is superb.”
Client – Chambers Global 2015

Elie advises on all aspects of domestic and international tax planning, corporate reorganizations, mergers and acquisitions, and corporate finance. He frequently consults on cross-border transactions, structuring non-resident investment into Canada and outbound investment by Canadian multinationals. He also advises taxpayers on tax audit matters and has been highly successful in representing taxpayers in tax litigation proceedings at various court levels.

Elie has advised governments, institutional investors, commodities and securities dealers, hedge funds, private equity funds, banks, insurance companies, pension plans, real estate developers, resource companies, manufacturers, entertainers, registered charities and endowments, Crown corporations and high-net-worth individuals on a wide variety of taxation matters.

Elie is co-author of Canadian Taxation of Trusts, a textbook published by the Canadian Tax Foundation in November 2016. An adjunct professor at Osgoode Hall Law School, Elie teaches international tax law and taxation of real estate transactions. He speaks frequently at legal conferences on taxation issues in Canada, the U.S. and Europe.

Elie Roth

Partner

“Absolutely extraordinary… his technical expertise is superb.”
Client – Chambers Global 2015

Elie advises on all aspects of domestic and international tax planning, corporate reorganizations, mergers and acquisitions, and corporate finance. He frequently consults on cross-border transactions, structuring non-resident investment into Canada and outbound investment by Canadian multinationals. He also advises taxpayers on tax audit matters and has been highly successful in representing taxpayers in tax litigation proceedings at various court levels.

Elie has advised governments, institutional investors, commodities and securities dealers, hedge funds, private equity funds, banks, insurance companies, pension plans, real estate developers, resource companies, manufacturers, entertainers, registered charities and endowments, Crown corporations and high-net-worth individuals on a wide variety of taxation matters.

Elie is co-author of Canadian Taxation of Trusts, a textbook published by the Canadian Tax Foundation in November 2016. An adjunct professor at Osgoode Hall Law School, Elie teaches international tax law and taxation of real estate transactions. He speaks frequently at legal conferences on taxation issues in Canada, the U.S. and Europe.

Major unitholder of OneREIT

Acted as tax counsel to a major unitholder of OneREIT, in its $1.1-billion acquisition by SmartREIT and Strathallen Acquisitions Inc. Davies also acted for SmartREIT in this acquisition on corporate and real estate matters.

Atlas Holdings LLC

Acted for Atlas Holdings in connection with Atlas's acquisition of an 80% equity interest in Millar Western Forest Products and Atlas's exchange of high-yield notes for new secured high-yield notes as the supporting noteholder for Millar Western's US$210-million note exchange transaction. The note exchange transaction was implemented under a plan of arrangement under the Canada Business Corporations Act and, together with Atlas's subsequent equity investment by way of a debt for share exchange transaction, significantly reduced Millar Western's indebtedness and strengthened its financial position, enhancing its ability to respond to and capitalize on developments in the forest products industry.

Viking Air Limited

Acted for Viking Air Limited in connection with its acquisition of the worldwide amphibious aircraft (CL-415 waterbomber) program from Bombardier, including the Type Certificates (manufacturing rights) for all variants of the waterbomber aircraft, and the after-market product support business.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in connection with its sale of Shaw Media Inc. to Corus Entertainment Inc. for $2.65 billion. Shaw Media is the owner of the Global Television Network and 19 specialty channels including HGTV Canada, Food Network Canada and Showcase. Davies acted for Shaw in 2010 on the purchase of these assets from CanWest Global Communications for $2 billion. The proceeds from this sale were used to finance Shaw's acquisition of WIND Mobile for $1.6 billion. Davies acted for WIND Mobile.

Government of Canada

Acted for the Government of Canada in connection with the restructuring of the Nuclear Laboratories division of Atomic Energy of Canada Limited (a federal Crown corporation), including (i) the structuring and development of a competitive procurement process for a private sector contractor that will be responsible for the management and operation of AECL's sites, facilities and assets and the performance of AECL's nuclear decommissioning and waste management responsibilities, operating under a government-owned, contractor-operated (GoCo) model, and (ii) the drafting of the principal procurement and transaction documents, including the Request for Proposal and the management and operating agreements.

First Quality Enterprises, Inc.

Acted as Canadian counsel to First Quality Enterprises, Inc., and its affiliates in connection with the acquisition of Fempro I Inc. and related companies.

Forest Resources LLC

Acted for Atlas Holdings LLC and Forest Resources LLC in connection with the sale of their Canadian operations, consisting of CanAmPac, Boehmer Box, and Strathcona Paper, to Rosmar Litho, a subsidiary of PaperWorks.

Waterton Global Resource Management

Acted as Canadian tax counsel to Waterton Global Resource Management in connection with the launch of its third private equity fund, Waterton Parallel Fund, with total capital commitments of US$725 million.

USKAL Corporation LLC and the Serruya Family

Acted as tax counsel to USKAL Corporation LLC and the Serruya Family in connection with the sale of Kahala Brands, Ltd., which operates 18 brands at 2,800 fast-food locations in 27 countries, to MTY Food Group Inc. for US$310 million.

Beringer Capital

Acted for Beringer Capital in connection with its acquisition of AdWeek.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in a $548-million secondary bought deal offering of 80,630,383 Class B non-voting participating shares of Corus Entertainment Inc.

Management Systems Resources Inc.

Acted for Management Systems Resources Inc., a leading provider of automated global trade compliance software solutions, in the sale of the Visual Compliance and eCustoms business to Descartes Systems Group for $330 million.

Leonardo Worldwide Corporation

Acted for Leonardo Worldwide Corporation, a leading provider of digital asset management and digital marketing solutions for the global hospitality industry, on its sale to Jonas Software.

Wexford Capital LP

Acted for Wexford Capital LP, the majority shareholder of Marlin Gold Mining Ltd., in a business combination transaction between Marlin and Golden Reign Resources Ltd. to form Mako Mining Corp. pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) and a related reorganization of Marlin's assets.

Apotex International Inc.

Acted as tax counsel to Apotex International Inc. in the sale of its commercial operations and certain supporting infrastructure for its generics business in five European countries to Aurobindo Pharma Limited.

TD Securities Inc., CIBC World Markets Inc. and Desjardins Securities Inc.

Acted for a syndicate of agents, led by TD Securities Inc., CIBC World Markets Inc. and Desjardins Securities Inc., in a private placement of an additional $75-million senior unsecured Series B notes due June 1, 2021, issued by Crombie Real Estate Investment Trust.

Blue Wolf Capital Partners

Acted as Canadian counsel to Blue Wolf Capital Partners in the US$258-million sale to Conifex Timber Inc. of the Suwannee Sawmill in Florida and the Caddo River Sawmill in Arkansas. The purchase price for the sawmills was satisfied, in part, by the issuance of 9,898,461 million common shares of Conifex and 3,500,000 million warrants.

t0.com, subsidiary of Overstock.com

Acting as Canadian counsel for t0.com, the financial technology subsidiary of Overstock.com, in its USD$250-million offering of security tokens using blockchain technology by way of a Simple Agreement for Future Equity (SAFE).

Golden Venture Partners

Acted for Golden Venture Partners in the formation of Golden Venture Partners III, a venture capital fund that invests in seed-stage and early-stage mobile technology companies.

BlueCat Networks, Inc.

Acted for The Hyatt Family Trust in the sale of BlueCat Networks, Inc. to Madison Dearborn Partners LLC.

20 VIC Management Inc.

Acted for the shareholders of 20 VIC Management Inc., one of Canada's leading commercial real estate management firms, in the sale of 20 VIC to Cushman & Wakefield.

Beringer Capital

Acted for Beringer Capital in connection with the acquisition of iCiDIGITAL, a digital consulting firm.

Beringer Capital

Acted for Beringer Capital in connection with the acquisition of Blue Acorn, Inc., an e-commerce design, development, optimization and marketing services company.

Apotex Holdings Inc.

Acted as tax counsel to Apotex Holdings Inc. in connection with the sale of Accucaps Industries Limited, a developer and manufacturer of over-the-counter pharmaceutical softgels, to Catalent Pharma Solutions.

Waterton Nevada Splitter, LLC

Acted as counsel to Waterton Nevada Splitter, LLC, a wholly owned subsidiary of Waterton Precious Metals Fund II Cayman, LP, in connection with the acquisition of the Mt. Hamilton gold project from Solitario Exploration & Royalty Corp. and Ely Gold & Minerals Inc.

Mitchell Goldhar, SmartCentres and Walmart

Acted for Mitchell Goldhar, SmartCentres and Walmart in connection with the sale of the SmartCentres platform to Calloway REIT for $1.16 billion.

Waterton Global Resource Management

Acted as Canadian counsel to Waterton Global Resource Management in connection with the launch of its second private equity fund, Waterton Precious Metals Fund II, with total capital commitments of US$1.016 billion.

Fiera Axium Infrastructure Canada II L.P.

Acted for Fiera Axium Infrastructure Canada II L.P. on its 2014 acquisition of an equity interest in the Saint-Robert Bellarmin Wind Projects, which sells power to Hydro-Québec Distribution under a 20-year Power Purchase Agreement, from EDF EN Canada Inc.

Apotex Group

Acted for Apotex Group on the acquisition of Cangene Corporation by Emergent BioSolutions Inc. by way of a plan of arrangement for cash consideration of US$222 million.

Confidential Client

Acted for the purchaser of residual interests from Home Trust Company in mortgage pools totalling $662.2 million originated and securitized by Home Trust Company through the NHA Mortgage Backed Securities program sponsored by Canada Mortgage and Housing Corporation.

Iogen Corporation

Acted for Iogen Corporation in the sale of its industrial enzyme business to an affiliate of Novozymes A/S.

The Cadillac Fairview Corporation Limited

Acted for The Cadillac Fairview Corporation Limited in connection with its US$150 million investment in Terranum Corporate Properties, a Colombian commercial property development business.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in connection with the sale by Shaw of Mountain Cablevision, Shaw's cable system in Hamilton, Ontario, to Rogers Communications Inc., an option for Rogers to purchase Shaw's spectrum licenses for advanced wireless service, and the purchase by Shaw of a one-third interest in TVtropolis, a specialty TV network, from Rogers.

Fronteer Gold Inc.

Acted for Fronteer Gold Inc. in its $2.3-billion acquisition by Newmont Mining Corporation (now known as Newmont Goldcorp Corporation). The transaction was structured as a plan of arrangement providing for cash consideration and the spin off of shares of Pilot Gold Inc., a new TSX-listed company holding exploration assets, to the former shareholders of Fronteer Gold.

West Face Capital Inc.

Acted for West Face Capital Inc., the largest shareholder of UTS Energy Corporation, in connection with the acquisition of UTS and its 20% interest in the Fort Hills oil sands mining project by Total SA in a deal valued at US$1.6 billion and the spin-off of UTS's other assets into SilverBirch Energy Corporation.

Fronteer Gold Inc.

Acted for Fronteer Gold Inc. in its $281-million acquisition of AuEx Ventures Inc. by way of a plan of arrangement, including a "spin-off" of AuEx's exploration properties into a new publicly traded vehicle.

Pattern Energy Group LP

Acted for Pattern Energy Group LP in the establishment of its joint venture with an affiliate of Samsung C&T Corporation. The joint venture was formed to develop and operate up to 2,000 MW of wind power generation projects under the Ontario Feed-in Tariff Program and Samsung's Green Energy Investment Agreement with the Government of Ontario. The Green Energy Investment Agreement represents the largest initiative of its kind in the world. Up to 600 MW of wind turbines will be supplied to the Pattern-Samsung joint venture by Siemens Canada, which built Ontario's first blade factory to meet this demand.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in its $2-billion acquisition through Companies' Creditors Arrangement Act proceedings of the conventional and specialty television business of Canwest Global Communications Corp., now known as Shaw Media.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its acquisition of Comaplex Minerals Corp.'s Meliadine gold project, by way of a "spin-off" plan of arrangement in which Comaplex shareholders received Agnico-Eagle shares and, except for the largest Comaplex shareholder, shares of Geomark Exploration Ltd., a newly-created company that holds Comaplex's non-Meliadine assets.

Fiat S.p.A.

Acted as Canadian counsel for Fiat S.p.A. in the purchase of substantially all of Chrysler LLC's operations by a new company formed in alliance with Fiat for approximately US$2 billion in cash and the assumption of certain liabilities under a U.S. restructuring (Chapter 11) and in the related approximately US$7 billion first lien credit facility provided by the United States Department of the Treasury and the approximately $2 billion working capital facility provided by Export Development Canada.

Patheon Inc.

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.

Liquidation World Inc.

Acted for the Special Committee of the Board of Directors of Liquidation World Inc. on its completion of a private placement and an acquisition of Talon Merchant Capital, LLC and its affiliate, TCP Co-Investment Partners, LLC.

Patheon Inc.

Acted for Patheon Inc. in the sale of its Niagara-Burlington commercial manufacturing business to Pharmetics Inc.

Creststreet Power & Income Fund LP

Acted for the Special Committee of Creststreet Power & Income Fund LP in connection with its strategic alternatives review process which culminated in the $121.6-million sale of its windpower subsidiaries to an affiliate of FPL Energy, LLC and the distribution of its net assets to unitholders.

Westwind Partners Inc.

Acted for Westwind Partners Inc., a Toronto-based independent investment bank, in its sale to Thomas Weisel Partners Group Inc. in a plan of arrangement transaction valued at approximately $146.7 million.

Bulletin

2019 Federal Budget: Tax Highlights

Mar. 19, 2019 - Budget 2019 is the last federal budget of the current Liberal government before the upcoming federal election in October 2019. Tax-related measures are intended to advance the government’s stated priority of creating a fair tax system. Proposals include changes to the employee stock option rules,...

Speaking Engagement

International Bar Association, The New Era of Taxation Conference, “Digital economy- legislative challenges and country-specific solutions”; Vienna, Austria; Nov. 29 & 30 2018

Nov. 29, 2018

Speaking Engagement

New York State Bar Association, 14th Annual International Estate Planning Institute, “Canada-US cross-border planning in light of US tax reform”; New York, NY; Mar. 22 & 23 2018

Mar. 22, 2018

Bulletin

2018 Federal Budget: Tax Highlights

Feb. 27, 2018 - As anticipated, today’s federal budget (Budget 2018) focuses on a few targeted areas, including the taxation of passive investments made by private corporations, and does not contain any measures in response to the enactment of tax reform in the United States or relating to the OECD BEPS initiative....

Bulletin

U.S. Tax Laws: A Review of 2017 and a Look Ahead to 2018

Jan. 11, 2018 - Each year at this time, we offer a look back at some of the more significant income tax developments in the United States affecting domestic and international business over the past year and a look ahead to possible U.S. tax developments in the coming year. Tax Developments in 2017As we predicted...

Bulletin

Canadian Tax Laws: A Review of 2017 and a Look Ahead to 2018

Jan. 11, 2018 - Each year at this time we offer a look back at some of the more significant income tax developments in Canada affecting domestic and international business over the past year and a look ahead to possible Canadian tax developments in the coming year. Developments in 2017 1. Legislative...

Bulletin

Department of Finance Releases Revised Income Splitting Rules

Dec. 13, 2017 - Earlier this year, the Department of Finance released a set of far-reaching proposals affecting the taxation of private businesses and their shareholders. Only Rip Van Winkle missed the firestorm reaction to these proposals from a broad range of affected parties. Ultimately, the Government...

Speaking Engagement

Canadian Tax Foundation, 69th Annual Tax Conference, “Rectification, Rescission and Other Equitable Remedies”; Toronto, ON

Nov. 18, 2017

Bulletin

Tax Proposals Target Canadian Business Owners

Aug. 04, 2017 - Although Canadian individuals are already subject to some of the highest tax rates in the world, the Canadian federal government released a discussion paper for consultation on July 18, 2017 which includes proposals that would substantially increase taxes paid by Canadians who carry on business ...

Chambers Global: The World’s Leading Lawyers for Business—Tax

Chambers Canada: Canada’s Leading Lawyers for Business—Tax

Chambers High Net Worth Guide—Private Wealth Law: Canada (Band 1)

Tax Directors Handbook—Tax

The Legal 500 Canada—Tax (Recommended)

Report on Business/Lexpert Special Edition Canada’s Leading Corporate Lawyers

Lexpert Guide to US/Canada Cross-Border Lawyers in Canada—Tax

The Canadian Legal Lexpert Directory—Estate and Personal Tax Planning: Estate and Tax Planning (Most Frequently Recommended); Charities/Not-For-Profit Law; Corporate Tax

Lexpert Rising Stars: Leading Lawyers Under 40

ALM/Legal Week—Global Private Client Elite

The Best Lawyers in Canada—Tax Law; Trusts and Estates (Lawyer of the Year 2018, Toronto)

Who’s Who Legal: Canada—Private Client; Corporate Tax; Who’s Who Legal: Private Client

Bar Admissions

Ontario, 2000

Education

Canadian Institute of Chartered Accountants, In-Depth Tax Course
York University, PhD (Law), 2007
Osgoode Hall Law School, LLM (Tax Law), 2003
Osgoode Hall Law School, LLB (Gold Medallist), 1998
York University, BA (with Distinction), 1995

Professional Affiliations

American College of Trust and Estate Counsel
Canadian Tax Foundation
International Fiscal Association
Society of Trust and Estate Practitioners
The International Academy of Estate and Trust Law (TIAETL)

Community Involvement

The International Academy of Estate and Trust Law (TIAETL), council member and member of the Taxes Committee

Teaching Engagements

Elie has been an adjunct professor teaching international tax law at Osgoode Hall Law School and taxation of real estate transactions in Osgoode’s graduate program in law. He has also taught the taxation segment of the Law Society of Ontario’s Bar Admission Course.

“Absolutely extraordinary… his technical expertise is superb.”
Client – Chambers Global 2015

Elie advises on all aspects of domestic and international tax planning, corporate reorganizations, mergers and acquisitions, and corporate finance. He frequently consults on cross-border transactions, structuring non-resident investment into Canada and outbound investment by Canadian multinationals. He also advises taxpayers on tax audit matters and has been highly successful in representing taxpayers in tax litigation proceedings at various court levels.

Elie has advised governments, institutional investors, commodities and securities dealers, hedge funds, private equity funds, banks, insurance companies, pension plans, real estate developers, resource companies, manufacturers, entertainers, registered charities and endowments, Crown corporations and high-net-worth individuals on a wide variety of taxation matters.

Elie is co-author of Canadian Taxation of Trusts, a textbook published by the Canadian Tax Foundation in November 2016. An adjunct professor at Osgoode Hall Law School, Elie teaches international tax law and taxation of real estate transactions. He speaks frequently at legal conferences on taxation issues in Canada, the U.S. and Europe.

Major unitholder of OneREIT

Acted as tax counsel to a major unitholder of OneREIT, in its $1.1-billion acquisition by SmartREIT and Strathallen Acquisitions Inc. Davies also acted for SmartREIT in this acquisition on corporate and real estate matters.

Atlas Holdings LLC

Acted for Atlas Holdings in connection with Atlas's acquisition of an 80% equity interest in Millar Western Forest Products and Atlas's exchange of high-yield notes for new secured high-yield notes as the supporting noteholder for Millar Western's US$210-million note exchange transaction. The note exchange transaction was implemented under a plan of arrangement under the Canada Business Corporations Act and, together with Atlas's subsequent equity investment by way of a debt for share exchange transaction, significantly reduced Millar Western's indebtedness and strengthened its financial position, enhancing its ability to respond to and capitalize on developments in the forest products industry.

Viking Air Limited

Acted for Viking Air Limited in connection with its acquisition of the worldwide amphibious aircraft (CL-415 waterbomber) program from Bombardier, including the Type Certificates (manufacturing rights) for all variants of the waterbomber aircraft, and the after-market product support business.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in connection with its sale of Shaw Media Inc. to Corus Entertainment Inc. for $2.65 billion. Shaw Media is the owner of the Global Television Network and 19 specialty channels including HGTV Canada, Food Network Canada and Showcase. Davies acted for Shaw in 2010 on the purchase of these assets from CanWest Global Communications for $2 billion. The proceeds from this sale were used to finance Shaw's acquisition of WIND Mobile for $1.6 billion. Davies acted for WIND Mobile.

Government of Canada

Acted for the Government of Canada in connection with the restructuring of the Nuclear Laboratories division of Atomic Energy of Canada Limited (a federal Crown corporation), including (i) the structuring and development of a competitive procurement process for a private sector contractor that will be responsible for the management and operation of AECL's sites, facilities and assets and the performance of AECL's nuclear decommissioning and waste management responsibilities, operating under a government-owned, contractor-operated (GoCo) model, and (ii) the drafting of the principal procurement and transaction documents, including the Request for Proposal and the management and operating agreements.

First Quality Enterprises, Inc.

Acted as Canadian counsel to First Quality Enterprises, Inc., and its affiliates in connection with the acquisition of Fempro I Inc. and related companies.

Forest Resources LLC

Acted for Atlas Holdings LLC and Forest Resources LLC in connection with the sale of their Canadian operations, consisting of CanAmPac, Boehmer Box, and Strathcona Paper, to Rosmar Litho, a subsidiary of PaperWorks.

Waterton Global Resource Management

Acted as Canadian tax counsel to Waterton Global Resource Management in connection with the launch of its third private equity fund, Waterton Parallel Fund, with total capital commitments of US$725 million.

USKAL Corporation LLC and the Serruya Family

Acted as tax counsel to USKAL Corporation LLC and the Serruya Family in connection with the sale of Kahala Brands, Ltd., which operates 18 brands at 2,800 fast-food locations in 27 countries, to MTY Food Group Inc. for US$310 million.

Beringer Capital

Acted for Beringer Capital in connection with its acquisition of AdWeek.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in a $548-million secondary bought deal offering of 80,630,383 Class B non-voting participating shares of Corus Entertainment Inc.

Management Systems Resources Inc.

Acted for Management Systems Resources Inc., a leading provider of automated global trade compliance software solutions, in the sale of the Visual Compliance and eCustoms business to Descartes Systems Group for $330 million.

Leonardo Worldwide Corporation

Acted for Leonardo Worldwide Corporation, a leading provider of digital asset management and digital marketing solutions for the global hospitality industry, on its sale to Jonas Software.

Wexford Capital LP

Acted for Wexford Capital LP, the majority shareholder of Marlin Gold Mining Ltd., in a business combination transaction between Marlin and Golden Reign Resources Ltd. to form Mako Mining Corp. pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) and a related reorganization of Marlin's assets.

Apotex International Inc.

Acted as tax counsel to Apotex International Inc. in the sale of its commercial operations and certain supporting infrastructure for its generics business in five European countries to Aurobindo Pharma Limited.

TD Securities Inc., CIBC World Markets Inc. and Desjardins Securities Inc.

Acted for a syndicate of agents, led by TD Securities Inc., CIBC World Markets Inc. and Desjardins Securities Inc., in a private placement of an additional $75-million senior unsecured Series B notes due June 1, 2021, issued by Crombie Real Estate Investment Trust.

Blue Wolf Capital Partners

Acted as Canadian counsel to Blue Wolf Capital Partners in the US$258-million sale to Conifex Timber Inc. of the Suwannee Sawmill in Florida and the Caddo River Sawmill in Arkansas. The purchase price for the sawmills was satisfied, in part, by the issuance of 9,898,461 million common shares of Conifex and 3,500,000 million warrants.

t0.com, subsidiary of Overstock.com

Acting as Canadian counsel for t0.com, the financial technology subsidiary of Overstock.com, in its USD$250-million offering of security tokens using blockchain technology by way of a Simple Agreement for Future Equity (SAFE).

Golden Venture Partners

Acted for Golden Venture Partners in the formation of Golden Venture Partners III, a venture capital fund that invests in seed-stage and early-stage mobile technology companies.

BlueCat Networks, Inc.

Acted for The Hyatt Family Trust in the sale of BlueCat Networks, Inc. to Madison Dearborn Partners LLC.

20 VIC Management Inc.

Acted for the shareholders of 20 VIC Management Inc., one of Canada's leading commercial real estate management firms, in the sale of 20 VIC to Cushman & Wakefield.

Beringer Capital

Acted for Beringer Capital in connection with the acquisition of iCiDIGITAL, a digital consulting firm.

Beringer Capital

Acted for Beringer Capital in connection with the acquisition of Blue Acorn, Inc., an e-commerce design, development, optimization and marketing services company.

Apotex Holdings Inc.

Acted as tax counsel to Apotex Holdings Inc. in connection with the sale of Accucaps Industries Limited, a developer and manufacturer of over-the-counter pharmaceutical softgels, to Catalent Pharma Solutions.

Waterton Nevada Splitter, LLC

Acted as counsel to Waterton Nevada Splitter, LLC, a wholly owned subsidiary of Waterton Precious Metals Fund II Cayman, LP, in connection with the acquisition of the Mt. Hamilton gold project from Solitario Exploration & Royalty Corp. and Ely Gold & Minerals Inc.

Mitchell Goldhar, SmartCentres and Walmart

Acted for Mitchell Goldhar, SmartCentres and Walmart in connection with the sale of the SmartCentres platform to Calloway REIT for $1.16 billion.

Waterton Global Resource Management

Acted as Canadian counsel to Waterton Global Resource Management in connection with the launch of its second private equity fund, Waterton Precious Metals Fund II, with total capital commitments of US$1.016 billion.

Fiera Axium Infrastructure Canada II L.P.

Acted for Fiera Axium Infrastructure Canada II L.P. on its 2014 acquisition of an equity interest in the Saint-Robert Bellarmin Wind Projects, which sells power to Hydro-Québec Distribution under a 20-year Power Purchase Agreement, from EDF EN Canada Inc.

Apotex Group

Acted for Apotex Group on the acquisition of Cangene Corporation by Emergent BioSolutions Inc. by way of a plan of arrangement for cash consideration of US$222 million.

Confidential Client

Acted for the purchaser of residual interests from Home Trust Company in mortgage pools totalling $662.2 million originated and securitized by Home Trust Company through the NHA Mortgage Backed Securities program sponsored by Canada Mortgage and Housing Corporation.

Iogen Corporation

Acted for Iogen Corporation in the sale of its industrial enzyme business to an affiliate of Novozymes A/S.

The Cadillac Fairview Corporation Limited

Acted for The Cadillac Fairview Corporation Limited in connection with its US$150 million investment in Terranum Corporate Properties, a Colombian commercial property development business.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in connection with the sale by Shaw of Mountain Cablevision, Shaw's cable system in Hamilton, Ontario, to Rogers Communications Inc., an option for Rogers to purchase Shaw's spectrum licenses for advanced wireless service, and the purchase by Shaw of a one-third interest in TVtropolis, a specialty TV network, from Rogers.

Fronteer Gold Inc.

Acted for Fronteer Gold Inc. in its $2.3-billion acquisition by Newmont Mining Corporation (now known as Newmont Goldcorp Corporation). The transaction was structured as a plan of arrangement providing for cash consideration and the spin off of shares of Pilot Gold Inc., a new TSX-listed company holding exploration assets, to the former shareholders of Fronteer Gold.

West Face Capital Inc.

Acted for West Face Capital Inc., the largest shareholder of UTS Energy Corporation, in connection with the acquisition of UTS and its 20% interest in the Fort Hills oil sands mining project by Total SA in a deal valued at US$1.6 billion and the spin-off of UTS's other assets into SilverBirch Energy Corporation.

Fronteer Gold Inc.

Acted for Fronteer Gold Inc. in its $281-million acquisition of AuEx Ventures Inc. by way of a plan of arrangement, including a "spin-off" of AuEx's exploration properties into a new publicly traded vehicle.

Pattern Energy Group LP

Acted for Pattern Energy Group LP in the establishment of its joint venture with an affiliate of Samsung C&T Corporation. The joint venture was formed to develop and operate up to 2,000 MW of wind power generation projects under the Ontario Feed-in Tariff Program and Samsung's Green Energy Investment Agreement with the Government of Ontario. The Green Energy Investment Agreement represents the largest initiative of its kind in the world. Up to 600 MW of wind turbines will be supplied to the Pattern-Samsung joint venture by Siemens Canada, which built Ontario's first blade factory to meet this demand.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in its $2-billion acquisition through Companies' Creditors Arrangement Act proceedings of the conventional and specialty television business of Canwest Global Communications Corp., now known as Shaw Media.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its acquisition of Comaplex Minerals Corp.'s Meliadine gold project, by way of a "spin-off" plan of arrangement in which Comaplex shareholders received Agnico-Eagle shares and, except for the largest Comaplex shareholder, shares of Geomark Exploration Ltd., a newly-created company that holds Comaplex's non-Meliadine assets.

Fiat S.p.A.

Acted as Canadian counsel for Fiat S.p.A. in the purchase of substantially all of Chrysler LLC's operations by a new company formed in alliance with Fiat for approximately US$2 billion in cash and the assumption of certain liabilities under a U.S. restructuring (Chapter 11) and in the related approximately US$7 billion first lien credit facility provided by the United States Department of the Treasury and the approximately $2 billion working capital facility provided by Export Development Canada.

Patheon Inc.

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.

Liquidation World Inc.

Acted for the Special Committee of the Board of Directors of Liquidation World Inc. on its completion of a private placement and an acquisition of Talon Merchant Capital, LLC and its affiliate, TCP Co-Investment Partners, LLC.

Patheon Inc.

Acted for Patheon Inc. in the sale of its Niagara-Burlington commercial manufacturing business to Pharmetics Inc.

Creststreet Power & Income Fund LP

Acted for the Special Committee of Creststreet Power & Income Fund LP in connection with its strategic alternatives review process which culminated in the $121.6-million sale of its windpower subsidiaries to an affiliate of FPL Energy, LLC and the distribution of its net assets to unitholders.

Westwind Partners Inc.

Acted for Westwind Partners Inc., a Toronto-based independent investment bank, in its sale to Thomas Weisel Partners Group Inc. in a plan of arrangement transaction valued at approximately $146.7 million.

Bulletin

2019 Federal Budget: Tax Highlights

Mar. 19, 2019 - Budget 2019 is the last federal budget of the current Liberal government before the upcoming federal election in October 2019. Tax-related measures are intended to advance the government’s stated priority of creating a fair tax system. Proposals include changes to the employee stock option rules,...

Speaking Engagement

International Bar Association, The New Era of Taxation Conference, “Digital economy- legislative challenges and country-specific solutions”; Vienna, Austria; Nov. 29 & 30 2018

Nov. 29, 2018

Speaking Engagement

New York State Bar Association, 14th Annual International Estate Planning Institute, “Canada-US cross-border planning in light of US tax reform”; New York, NY; Mar. 22 & 23 2018

Mar. 22, 2018

Bulletin

2018 Federal Budget: Tax Highlights

Feb. 27, 2018 - As anticipated, today’s federal budget (Budget 2018) focuses on a few targeted areas, including the taxation of passive investments made by private corporations, and does not contain any measures in response to the enactment of tax reform in the United States or relating to the OECD BEPS initiative....

Bulletin

U.S. Tax Laws: A Review of 2017 and a Look Ahead to 2018

Jan. 11, 2018 - Each year at this time, we offer a look back at some of the more significant income tax developments in the United States affecting domestic and international business over the past year and a look ahead to possible U.S. tax developments in the coming year. Tax Developments in 2017As we predicted...

Bulletin

Canadian Tax Laws: A Review of 2017 and a Look Ahead to 2018

Jan. 11, 2018 - Each year at this time we offer a look back at some of the more significant income tax developments in Canada affecting domestic and international business over the past year and a look ahead to possible Canadian tax developments in the coming year. Developments in 2017 1. Legislative...

Bulletin

Department of Finance Releases Revised Income Splitting Rules

Dec. 13, 2017 - Earlier this year, the Department of Finance released a set of far-reaching proposals affecting the taxation of private businesses and their shareholders. Only Rip Van Winkle missed the firestorm reaction to these proposals from a broad range of affected parties. Ultimately, the Government...

Speaking Engagement

Canadian Tax Foundation, 69th Annual Tax Conference, “Rectification, Rescission and Other Equitable Remedies”; Toronto, ON

Nov. 18, 2017

Bulletin

Tax Proposals Target Canadian Business Owners

Aug. 04, 2017 - Although Canadian individuals are already subject to some of the highest tax rates in the world, the Canadian federal government released a discussion paper for consultation on July 18, 2017 which includes proposals that would substantially increase taxes paid by Canadians who carry on business ...

Chambers Global: The World’s Leading Lawyers for Business—Tax

Chambers Canada: Canada’s Leading Lawyers for Business—Tax

Chambers High Net Worth Guide—Private Wealth Law: Canada (Band 1)

Tax Directors Handbook—Tax

The Legal 500 Canada—Tax (Recommended)

Report on Business/Lexpert Special Edition Canada’s Leading Corporate Lawyers

Lexpert Guide to US/Canada Cross-Border Lawyers in Canada—Tax

The Canadian Legal Lexpert Directory—Estate and Personal Tax Planning: Estate and Tax Planning (Most Frequently Recommended); Charities/Not-For-Profit Law; Corporate Tax

Lexpert Rising Stars: Leading Lawyers Under 40

ALM/Legal Week—Global Private Client Elite

The Best Lawyers in Canada—Tax Law; Trusts and Estates (Lawyer of the Year 2018, Toronto)

Who’s Who Legal: Canada—Private Client; Corporate Tax; Who’s Who Legal: Private Client

Bar Admissions

Ontario, 2000

Education

Canadian Institute of Chartered Accountants, In-Depth Tax Course
York University, PhD (Law), 2007
Osgoode Hall Law School, LLM (Tax Law), 2003
Osgoode Hall Law School, LLB (Gold Medallist), 1998
York University, BA (with Distinction), 1995

Professional Affiliations

American College of Trust and Estate Counsel
Canadian Tax Foundation
International Fiscal Association
Society of Trust and Estate Practitioners
The International Academy of Estate and Trust Law (TIAETL)

Community Involvement

The International Academy of Estate and Trust Law (TIAETL), council member and member of the Taxes Committee

Teaching Engagements

Elie has been an adjunct professor teaching international tax law at Osgoode Hall Law School and taxation of real estate transactions in Osgoode’s graduate program in law. He has also taught the taxation segment of the Law Society of Ontario’s Bar Admission Course.