Marie-Emmanuelle Vaillancourt

Partner

Marie-Emmanuelle Vaillancourt

Marie-Emmanuelle Vaillancourt

Partner

Expertise
Bar Admissions
  • Québec, 1999

Marie-Emmanuelle works closely with clients, primarily in Canada and the U.S., on all aspects of their domestic and international tax planning. She provides clear and knowledgeable advice and a business-oriented approach to their tax matters.

She advises clients on tax matters across a broad range of critical business activities, including corporate reorganizations, mergers and acquisitions, real estate transactions, financings and restructurings. Marie-Emmanuelle’s clients – public and private companies and their shareholders, as well as pension and investment funds – can rely on her ability to see the big picture and facilitate transactions involving complex tax issues.

Marie-Emmanuelle has significant expertise in advising high-net-worth clients on their estate tax planning and trust matters.

Marie-Emmanuelle is a member of the Montréal Student/Stagiaire Evaluation Committee and the coordinator of the Tax practice in our Montréal office.

Marie-Emmanuelle Vaillancourt

Partner

Marie-Emmanuelle works closely with clients, primarily in Canada and the U.S., on all aspects of their domestic and international tax planning. She provides clear and knowledgeable advice and a business-oriented approach to their tax matters.

She advises clients on tax matters across a broad range of critical business activities, including corporate reorganizations, mergers and acquisitions, real estate transactions, financings and restructurings. Marie-Emmanuelle’s clients – public and private companies and their shareholders, as well as pension and investment funds – can rely on her ability to see the big picture and facilitate transactions involving complex tax issues.

Marie-Emmanuelle has significant expertise in advising high-net-worth clients on their estate tax planning and trust matters.

Marie-Emmanuelle is a member of the Montréal Student/Stagiaire Evaluation Committee and the coordinator of the Tax practice in our Montréal office.

Ivanhoé Cambridge Inc. and Canadian Pension Plan Investment Board

Acted for Ivanhoé Cambridge Inc. and Canada Pension Plan Investment Board in the sale of Carrefour de l'Estrie, one of the largest shopping centres in Québec, to an affiliate of Groupe Mach.

The Shareholders of Bennington Financial Services Corp.

Acted for the shareholders of Bennington Financial Services Corp. in the sale of its shares to Equitable Bank.

Business Development Bank of Canada

Acted for Business Development Bank of Canada in its investment, as an anchor investor, in Framework Venture Partners, a newly-formed venture capital fund focussed principally on software as a service, artificial intelligence and machine learning companies.

Aldo Group Inc.

Acted for Aldo Group Inc. in the sale to Sotramont Inc. of its interest in an industrial site located on Hodge Street in Ville Saint-Laurent, Québec, and the redevelopment, in a joint venture, of a substantial mixed-use commercial/residential project on the property.

Novacap Investments Inc.

Acting for Novacap Investments Inc. in the formation and fundraising of its latest fund, Novacap Industries V, L.P., a private equity fund focusing on the industrial and manufacturing sectors, as well as in services, distribution and retail sales platforms.

Foundation Building Materials, LLC

Acted as Canadian counsel for Foundation Building Materials, LLC (FBM) in the sale of its mechanical insulation segment to Dunes Point Capital.

IDEXX Laboratories, Inc.

Acted for IDEXX Laboratories, Inc. in its acquisition of Veterinarium Corporation, a cloud software provider for veterinary professionals.

Hypixel Studios Inc.

Acted for Québec-based Hypixel Studios Inc. in its Series A financing round with Riot Games as lead investor and other prominent investors from the video game community.

RELX Group plc

Acted for an affiliate of Elsevier, part of the RELX Group, a global provider of information and analytics for professional and business customers across industries, in its acquisition of Science-Metrix Inc., which specializes in research evaluation and bibliometric analysis.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec (CDPQ) in (i) the sale of Knowlton Development Corporation's shares to a group of investors, including HarbourVest Partners, LLC, led by Cornell Capital LLC; and (ii) the rollover of CDPQ's shares and additional investment therein.

Plusgrade L.P.

Acted for Plusgrade L.P. and its partners in the $200-million equity investment by Caisse de dépôt et placement du Québec. Plusgrade is a leading provider of revenue solutions to the travel industry, such as seat upgrades and other premium services, through its proprietary software platform.

Explorance Inc.

Acted for Explorance in its acquisition, as well as the financing of the acquisition, from Gartner, Inc., of Metrics That Matter, a leading provider of learning and development data and analytics solutions for the corporate market.

Ivanhoé Cambridge Inc.

Acted for Ivanhoé Cambridge Inc., a subsidiary of Caisse de dépôt et placement du Québec, in completing the all-cash acquisition of Pure Industrial Real Estate Trust (PIRET) for $8.10 per unit in a transaction valued at $3.8 billion including debt. Affiliates of Blackstone Property Partners and Ivanhoé Cambridge Inc. acquired 62% and 38% of PIRET, respectively. PIRET owns and operates a diversified portfolio of income-producing properties in leading markets across Canada and key distribution and logistics markets in the United States.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec in the $1.69-billion sale of its remaining holdings in Quebecor Media Inc. to Quebecor Media and Québecor Inc.

Stingray Group Inc.

Acted for Stingray Group Inc. in its $506-million acquisition of Newfoundland Capital Corporation Limited, one of Canada's leading radio broadcasters with 101 licences (82 FM and 19 AM) across Canada, and the financing of this acquisition, which included $450 million of new credit facilities and $138 million of equity, comprising a $83-million bought deal offering of subscription receipts, a $40-million private placement of subscription receipts to the Caisse de dépôt et placement du Québec, and $15 million from the exercise of pre-emption rights from the Boyko Group.

Sally Beauty Holdings, Inc.

Acted for Sally Beauty Holdings, Inc., the world's largest distributor and retailer of professional beauty products, in its acquisition of  H. Chalut Ltée, a Québec-based company in the hair care industry.

Cycle Capital Management Inc.

Acted for Cycle Capital Management Inc. in the creation of Qingdao Chengtou Haisi Cycle Equity Investment Fund, a $125-million technology venture capital fund.

Resolute Forest Products Inc.

Acted for Resolute Forest Products Inc. in its acquisition of the 49% equity interest held by the New York Times Company in Donohue Malbaie Inc. for a cash purchase price of $20 million. Resolute already owned 51% of the shares of Donohue Malbaie.

Joseph Ribkoff Inc.

Acted for a principal shareholder in the sale of Joseph Ribkoff Inc. to a group of investors led by Novacap Industries and Fonds de solidarité des travailleurs du Québec (F.T.Q.).

Neovia Probiotics Inc.

Acted for Neovia Probiotics Inc., an indirect subsidiary of a leading French agricultural cooperative group, in its acquisition (by way of a plan of arrangement) of Epicore BioNetworks Inc., a TSXV-listed company specializing in the sale of environmental biological products and specialty feeds.

Stingray Group Inc.

Acted for Stingray Group Inc. in its $45-million equity offering on a bought deal basis.

Cincinnati Bell Inc.

Acted for Cincinnati Bell Inc. in its acquisition of OnX Enterprise Solutions, a leading enterprise technology services and solutions provider.

Mario Montminy et al.

Successfully represented Mario Montminy and others at the Federal Court of Appeal against the Canada Revenue Agency in a stock option deduction dispute. The court sided with the taxpayers on the eligibility of their deductions.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in connection with its private offerings of (i) US$2.5 billion principal amount of senior unsecured notes in the United States; and (ii) C$700 million principal amount of senior unsecured notes in Canada.

PSP Investments

Acted for PSP Investments in its strategic initiatives with Pattern Energy Group Inc., including (i) the acquisition of a 9.9% interest in Pattern Energy; (ii) the joint venture between PSP and Pattern Energy to co-invest in various renewable projects; (iii) the joint acquisition with Pattern Energy of a 51% and 49% interest, respectively, in the 179 MW Meikle wind project in British Columbia and the 143 MW Mont Sainte-Marguerite wind project in Québec; and (iv) the acquisition of 49% of the Class B interests held by Pattern in the Panhandle 2 wind project in Texas.

Sweet Park Holdings Inc.

Acted for The Bensadoun Family Foundation, a principal shareholder of Aritzia Inc., in connection with Aritzia Inc.'s secondary offering of 20,100 million subordinate voting shares at a price of $17.45 per share, for aggregate gross proceeds of $350,745 million, sold via an investment vehicle managed by Berkshire Partners LLC.

Potash Corporation of Saskatchewan Inc.

Acted for Potash Corporation of Saskatchewan Inc., providing tax advice in connection with a US$500-million bond offering.

TeleTech Holdings, Inc.

Acted for TeleTech Holdings, Inc., a leading global provider of customer experience, engagement and growth solutions, in connection with its $59-million acquisition of Atelka Enterprise Inc., a Québec-based customer experience provider of services to leading Canadian telecom, logistics and entertainment companies.

MacKinnon, Bennett & Company Inc.

Acted for MKB Partners Fund in connection with its investment, together with Automobiles Peugeot, in Communauto Inc., one of the largest car-sharing services in the world.

Vista Equity Partners III, LLC

Acted for Vista Equity Partners portfolio companies in connection with (i) an acquisition by Aptean, Inc., a leading provider of enterprise software solutions and a Vista Equity portfolio company, of the Government & Enterprise Management Solutions Division from StarDyne Technologies Inc.; and (ii) an acquisition by PowerSchool Group LLC, the leading education technology platform for K-12 and another Vista Equity portfolio company, of the SRB Education Solutions Division of StarDyne Technologies Inc.

PPG Canada Inc.

Acted for PPG Industries in connection with its agreement to sell the assets of its flat glass manufacturing and glass coating operations to Vitro S.A.B. de C.V., a leading producer of flat glass and specialty products, for approximately US$750 million in gross cash proceeds.

Caisse de dépôt et placement du Québec

Acted for the Caisse de dépôt et placement du Québec in connection with its initial $25-million investment in LASIK MD, Canada's largest vision correction leader, to help finance the acquisition of a minority interest in Vision Group Holdings, an American leader in vision correction, as well as its undertaking to provide for additional investments to finance future acquisitions.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in connection with (1) its acquisition of, by way of merger, the Texas-based gas-and-convenience-store chain CST Brands, Inc., valued at approximately US$4.4 billion; and (2) Alimentation Couche-Tard Inc.'s subsequent sale of a portion of CST Brands, Inc.'s Canadian assets to Parkland Fuel Corporation for approximately US$750 million, subject to adjustments.

Novacap Industries III, L.P.

Acted for Novacap Industries III, L.P. in connection with the sale to Arlon Capital Partners of its interest in Idaho Pacific Holdings, Inc. and AgraWest Foods Ltd., manufacturers of dehydrated potato products.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc., the leader in the Canadian convenience store industry, in connection with its $1.68-billion acquisition of 279 Esso-branded fuel and convenience sites; 229 of these sites are located in Ontario and 50 are located in Québec. The acquisition also includes land banks and dealer-operated sites, as well as a long-term supply agreement with Imperial Oil.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec, Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Fonds de solidarité FTQ investissements croissance I, s.e.c. in connection with the sale of the shares held by all shareholders of Distech Controls Inc. for approximately $318 million, to Acuity Brands, Inc., a NYSE-listed leading provider of lighting solutions.

Felda Global Ventures Holdings Sdn. Bhd.

Acted for Malaysia's Felda Global Ventures Holdings Sdn. Bhd., one of the largest palm plantation operators in the world, in its sale of eastern Canada's largest oilseed processing plant to Viterra Inc. for $190 million.

Plusgrade L.P.

Acted for Plusgrade L.P. and its partners in connection with an investment by Boston-based private equity firm TA Associates and related financing. Plusgrade is a leading provider of revenue solutions to the travel industry, such as seat upgrades and other premium services, through its proprietary software platform.

PSP Investments

Acted for the Public Sector Pension Investment Board (PSP Investments) in connection with the sale of a portfolio of real estate assets by joint ventures between affiliates of PSP Investments and affiliates of Starlight Investments to Northern Property Real Estate Investment Trust (NPR) concurrently with NPR's acquisition of True North Apartment Real Estate Investment Trust by way of plan of arrangement to form Northview Apartment Real Estate Investment Trust, which has an enterprise value in excess of $3 billion and is the third-largest publicly-traded multi-family REIT in Canada.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in connection with an offering of $700-million principal amount of 3.60% Series 5 senior unsecured notes due 2025, on a private placement basis in Canada.

Stingray Group Inc.

Acted for Stingray Group Inc. in connection with its initial public offering on the Toronto Stock Exchange (TSX) of an aggregate of 25,760,000 subordinate voting shares and variable subordinate voting shares at a price of $6.25 per share, for total gross proceeds of $161 million (including the exercise in full of the over-allotment option granted to the underwriters).

Logibec Inc.

Acted for the management team of Logibec Inc. in connection with the sale of Logibec Inc.'s shares to US private equity firm GI Partners. Logibec is a leading Canadian healthcare IT company specializing in the development, marketing, implementation and support of clinical and administrative information systems for the health and social services sectors.

Cominar Real Estate Investment Trust

Acted for Cominar Real Estate Investment Trust in connection with the $1.527-billion acquisition of a portfolio of 11 shopping centres, three office properties and one industrial property from Ivanhoé Cambridge, the real estate subsidiary of the Caisse de dépôt et placement du Québec. The firm also represented Cominar in financing the acquisition, through the issuance of $250 million of trust units to Ivanhoé Cambridge by way of private placement, the issuance of $250 million of trust units to the public by way of a bought deal, the establishment of new unsecured bridge facilities of up to $850 million, a $100-million unsecured credit facility, and mortgage financings of $250 million.

TransMontaigne Inc.

Acted as Canadian counsel to 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.

Knight Therapeutics Inc.

Acting for Knight Therapeutics Inc. in connection with its $75-million bought deal private placement of special warrants.

Paladin Labs Inc.

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.

Prospero Learning Solutions Inc.

Acted for Prospero Learning Solutions Inc. in connection with the sale by Lorne Novolker and Alan Ray of their direct and indirect interest in Prospero Learning Solutions Inc. The purchaser was GP Strategies Corporation, a global performance improvement service, provider of training and e-learning solutions, as well as management consulting and engineering services.

Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Caisse de dépôt et placement du Québec

Acted for Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Caisse de dépôt et placement du Québec in connection with the acquisition by the Permira funds of the shares of Atrium Innovations Inc. for approximately $1.1 billion by way of a plan of arrangement.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in connection with an offering of $300 million principal amount of 4.214% series 4 senior unsecured notes due 2020.

Groupe Prével

Acted for Placements Cambridge Inc., a joint venture between Fonds immobilier de solidarité FTQ and Groupe Prével, in connection with the sale of "Le Cambridge", a prestigious seniors residence located in Pointe-Claire, Québec, to Gestion Réseau Sélection Inc. in partnership with Revera Inc.

Cycle Capital Management Inc.

Acted for Cycle Capital Management Inc. in connection with the formation of Cycle Capital Fund III, L.P., a $108-million clean tech venture capital fund.

Fonds de solidarité des travailleurs du Québec (F.T.Q.) et al.

Acted for Fonds de solidarité des travailleurs du Québec (F.T.Q.), Caisse de dépôt et placement du Québec, Enertech Capital Partners IV L.P., Export Development Canada, Fonds de solidarité FTQ investissements croissance I s.e.c., SVIC No. 25 New Technology Business Investment L.L.P. and Investments W2 Inc. in connection with their investment in the share capital of Distech Controls Inc., a Québec private company held by Étienne Veilleux and Technovator International Limited.

Coinamatic Canada Inc.

Acted for the shareholders of Coinamatic Canada Inc. in connection with the sale of the company to Wash Multifamily Laundry Systems, a portfolio company of Chicago-based CHS Capital.

Groupe Saputo Inc.

Acted for Fiducie FMIB, Fiducie FMB-IB and its trustees against Revenu Québec in their challenge of retroactive Québec tax assessments.

Abitibi-Consolidated Inc.

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.

Bulletin

Federal Court of Appeal Says Funding Services Not Subject to GST/HST

Oct. 04, 2019 - In SLFI Group v Canada (2019 FCA 217), the Federal Court of Appeal (FCA) overturned a Tax Court of Canada (TCC) decision and ruled that a group of Canadian mutual funds (Funds) was not required to self-assess GST/HST on funding services provided by a U.S. entity, because these services...

Bulletin

Extended Deadline for Québec Nominee Agreement Disclosure

Aug. 22, 2019 - As outlined in our e-communications of May 21, 2019, and August 12, 2019, Québec’s Ministry of Finance has introduced new rules regarding the disclosure of nominee agreements. The new disclosure requirement is relevant to nominee agreements involving one or more parties that are subject to Québec...

Bulletin

Draft Legislation on the Taxation of Stock Options

June 19, 2019 - The federal government has released much anticipated draft legislation proposing changes to the rules relating to the taxation of stock options. The legislative proposals are expected to come into force on January 1, 2020, and to apply to option agreements entered into after 2019. The release, on...

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

Association de planification fiscale et financière, Réorganisations d’entreprises et transactions commerciales colloque, “Transactions Majeures Récentes”; Montréal, QC

Mar. 14, 2019

Bulletin

Draft Legislation Confirms Exemptions from Transfer Duties for Partnerships

Feb. 27, 2019 - The Québec government recently provided greater certainty for situations in which a partnership (a limited partnership, general partnership or undeclared partnership) is involved in the transfer of an immovable in Québec. On February 26, 2019, Bill 13, An Act to amend the Taxation Act, the Act...

Speaking Engagement

Pension Investment Association of Canada, 2018 Tax Forum, “Dealing with Sections 100 and 149 (10) in a Transactional Context”; Toronto, ON

Nov. 13, 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....

The Legal 500 Canada—Tax (Next Generation Lawyer)

The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada—Corporate Tax

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—Corporate Tax (Most Frequently Recommended)

The Best Lawyers in Canada—Tax Law

Bar Admissions

Québec, 1999

Education

Canadian Institute of Chartered Accountants, In-Depth Tax Course & Advanced International Tax, Levels I & II
Université de Sherbrooke, MA (Taxes), 1998
Université Laval, LLB (Carswell Prize), 1996

Professional Affiliations

International Fiscal Association
Association de planification fiscale et financière
Canadian Tax Foundation

Teaching Engagements

Marie-Emmanuelle has been an assistant tax lecturer at the McGill University Faculty of Law and a guest lecturer at the John Molson School of Business at Concordia University, where she taught international taxation to MBA students.

Marie-Emmanuelle works closely with clients, primarily in Canada and the U.S., on all aspects of their domestic and international tax planning. She provides clear and knowledgeable advice and a business-oriented approach to their tax matters.

She advises clients on tax matters across a broad range of critical business activities, including corporate reorganizations, mergers and acquisitions, real estate transactions, financings and restructurings. Marie-Emmanuelle’s clients – public and private companies and their shareholders, as well as pension and investment funds – can rely on her ability to see the big picture and facilitate transactions involving complex tax issues.

Marie-Emmanuelle has significant expertise in advising high-net-worth clients on their estate tax planning and trust matters.

Marie-Emmanuelle is a member of the Montréal Student/Stagiaire Evaluation Committee and the coordinator of the Tax practice in our Montréal office.

Ivanhoé Cambridge Inc. and Canadian Pension Plan Investment Board

Acted for Ivanhoé Cambridge Inc. and Canada Pension Plan Investment Board in the sale of Carrefour de l'Estrie, one of the largest shopping centres in Québec, to an affiliate of Groupe Mach.

The Shareholders of Bennington Financial Services Corp.

Acted for the shareholders of Bennington Financial Services Corp. in the sale of its shares to Equitable Bank.

Business Development Bank of Canada

Acted for Business Development Bank of Canada in its investment, as an anchor investor, in Framework Venture Partners, a newly-formed venture capital fund focussed principally on software as a service, artificial intelligence and machine learning companies.

Aldo Group Inc.

Acted for Aldo Group Inc. in the sale to Sotramont Inc. of its interest in an industrial site located on Hodge Street in Ville Saint-Laurent, Québec, and the redevelopment, in a joint venture, of a substantial mixed-use commercial/residential project on the property.

Novacap Investments Inc.

Acting for Novacap Investments Inc. in the formation and fundraising of its latest fund, Novacap Industries V, L.P., a private equity fund focusing on the industrial and manufacturing sectors, as well as in services, distribution and retail sales platforms.

Foundation Building Materials, LLC

Acted as Canadian counsel for Foundation Building Materials, LLC (FBM) in the sale of its mechanical insulation segment to Dunes Point Capital.

IDEXX Laboratories, Inc.

Acted for IDEXX Laboratories, Inc. in its acquisition of Veterinarium Corporation, a cloud software provider for veterinary professionals.

Hypixel Studios Inc.

Acted for Québec-based Hypixel Studios Inc. in its Series A financing round with Riot Games as lead investor and other prominent investors from the video game community.

RELX Group plc

Acted for an affiliate of Elsevier, part of the RELX Group, a global provider of information and analytics for professional and business customers across industries, in its acquisition of Science-Metrix Inc., which specializes in research evaluation and bibliometric analysis.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec (CDPQ) in (i) the sale of Knowlton Development Corporation's shares to a group of investors, including HarbourVest Partners, LLC, led by Cornell Capital LLC; and (ii) the rollover of CDPQ's shares and additional investment therein.

Plusgrade L.P.

Acted for Plusgrade L.P. and its partners in the $200-million equity investment by Caisse de dépôt et placement du Québec. Plusgrade is a leading provider of revenue solutions to the travel industry, such as seat upgrades and other premium services, through its proprietary software platform.

Explorance Inc.

Acted for Explorance in its acquisition, as well as the financing of the acquisition, from Gartner, Inc., of Metrics That Matter, a leading provider of learning and development data and analytics solutions for the corporate market.

Ivanhoé Cambridge Inc.

Acted for Ivanhoé Cambridge Inc., a subsidiary of Caisse de dépôt et placement du Québec, in completing the all-cash acquisition of Pure Industrial Real Estate Trust (PIRET) for $8.10 per unit in a transaction valued at $3.8 billion including debt. Affiliates of Blackstone Property Partners and Ivanhoé Cambridge Inc. acquired 62% and 38% of PIRET, respectively. PIRET owns and operates a diversified portfolio of income-producing properties in leading markets across Canada and key distribution and logistics markets in the United States.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec in the $1.69-billion sale of its remaining holdings in Quebecor Media Inc. to Quebecor Media and Québecor Inc.

Stingray Group Inc.

Acted for Stingray Group Inc. in its $506-million acquisition of Newfoundland Capital Corporation Limited, one of Canada's leading radio broadcasters with 101 licences (82 FM and 19 AM) across Canada, and the financing of this acquisition, which included $450 million of new credit facilities and $138 million of equity, comprising a $83-million bought deal offering of subscription receipts, a $40-million private placement of subscription receipts to the Caisse de dépôt et placement du Québec, and $15 million from the exercise of pre-emption rights from the Boyko Group.

Sally Beauty Holdings, Inc.

Acted for Sally Beauty Holdings, Inc., the world's largest distributor and retailer of professional beauty products, in its acquisition of  H. Chalut Ltée, a Québec-based company in the hair care industry.

Cycle Capital Management Inc.

Acted for Cycle Capital Management Inc. in the creation of Qingdao Chengtou Haisi Cycle Equity Investment Fund, a $125-million technology venture capital fund.

Resolute Forest Products Inc.

Acted for Resolute Forest Products Inc. in its acquisition of the 49% equity interest held by the New York Times Company in Donohue Malbaie Inc. for a cash purchase price of $20 million. Resolute already owned 51% of the shares of Donohue Malbaie.

Joseph Ribkoff Inc.

Acted for a principal shareholder in the sale of Joseph Ribkoff Inc. to a group of investors led by Novacap Industries and Fonds de solidarité des travailleurs du Québec (F.T.Q.).

Neovia Probiotics Inc.

Acted for Neovia Probiotics Inc., an indirect subsidiary of a leading French agricultural cooperative group, in its acquisition (by way of a plan of arrangement) of Epicore BioNetworks Inc., a TSXV-listed company specializing in the sale of environmental biological products and specialty feeds.

Stingray Group Inc.

Acted for Stingray Group Inc. in its $45-million equity offering on a bought deal basis.

Cincinnati Bell Inc.

Acted for Cincinnati Bell Inc. in its acquisition of OnX Enterprise Solutions, a leading enterprise technology services and solutions provider.

Mario Montminy et al.

Successfully represented Mario Montminy and others at the Federal Court of Appeal against the Canada Revenue Agency in a stock option deduction dispute. The court sided with the taxpayers on the eligibility of their deductions.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in connection with its private offerings of (i) US$2.5 billion principal amount of senior unsecured notes in the United States; and (ii) C$700 million principal amount of senior unsecured notes in Canada.

PSP Investments

Acted for PSP Investments in its strategic initiatives with Pattern Energy Group Inc., including (i) the acquisition of a 9.9% interest in Pattern Energy; (ii) the joint venture between PSP and Pattern Energy to co-invest in various renewable projects; (iii) the joint acquisition with Pattern Energy of a 51% and 49% interest, respectively, in the 179 MW Meikle wind project in British Columbia and the 143 MW Mont Sainte-Marguerite wind project in Québec; and (iv) the acquisition of 49% of the Class B interests held by Pattern in the Panhandle 2 wind project in Texas.

Sweet Park Holdings Inc.

Acted for The Bensadoun Family Foundation, a principal shareholder of Aritzia Inc., in connection with Aritzia Inc.'s secondary offering of 20,100 million subordinate voting shares at a price of $17.45 per share, for aggregate gross proceeds of $350,745 million, sold via an investment vehicle managed by Berkshire Partners LLC.

Potash Corporation of Saskatchewan Inc.

Acted for Potash Corporation of Saskatchewan Inc., providing tax advice in connection with a US$500-million bond offering.

TeleTech Holdings, Inc.

Acted for TeleTech Holdings, Inc., a leading global provider of customer experience, engagement and growth solutions, in connection with its $59-million acquisition of Atelka Enterprise Inc., a Québec-based customer experience provider of services to leading Canadian telecom, logistics and entertainment companies.

MacKinnon, Bennett & Company Inc.

Acted for MKB Partners Fund in connection with its investment, together with Automobiles Peugeot, in Communauto Inc., one of the largest car-sharing services in the world.

Vista Equity Partners III, LLC

Acted for Vista Equity Partners portfolio companies in connection with (i) an acquisition by Aptean, Inc., a leading provider of enterprise software solutions and a Vista Equity portfolio company, of the Government & Enterprise Management Solutions Division from StarDyne Technologies Inc.; and (ii) an acquisition by PowerSchool Group LLC, the leading education technology platform for K-12 and another Vista Equity portfolio company, of the SRB Education Solutions Division of StarDyne Technologies Inc.

PPG Canada Inc.

Acted for PPG Industries in connection with its agreement to sell the assets of its flat glass manufacturing and glass coating operations to Vitro S.A.B. de C.V., a leading producer of flat glass and specialty products, for approximately US$750 million in gross cash proceeds.

Caisse de dépôt et placement du Québec

Acted for the Caisse de dépôt et placement du Québec in connection with its initial $25-million investment in LASIK MD, Canada's largest vision correction leader, to help finance the acquisition of a minority interest in Vision Group Holdings, an American leader in vision correction, as well as its undertaking to provide for additional investments to finance future acquisitions.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in connection with (1) its acquisition of, by way of merger, the Texas-based gas-and-convenience-store chain CST Brands, Inc., valued at approximately US$4.4 billion; and (2) Alimentation Couche-Tard Inc.'s subsequent sale of a portion of CST Brands, Inc.'s Canadian assets to Parkland Fuel Corporation for approximately US$750 million, subject to adjustments.

Novacap Industries III, L.P.

Acted for Novacap Industries III, L.P. in connection with the sale to Arlon Capital Partners of its interest in Idaho Pacific Holdings, Inc. and AgraWest Foods Ltd., manufacturers of dehydrated potato products.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc., the leader in the Canadian convenience store industry, in connection with its $1.68-billion acquisition of 279 Esso-branded fuel and convenience sites; 229 of these sites are located in Ontario and 50 are located in Québec. The acquisition also includes land banks and dealer-operated sites, as well as a long-term supply agreement with Imperial Oil.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec, Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Fonds de solidarité FTQ investissements croissance I, s.e.c. in connection with the sale of the shares held by all shareholders of Distech Controls Inc. for approximately $318 million, to Acuity Brands, Inc., a NYSE-listed leading provider of lighting solutions.

Felda Global Ventures Holdings Sdn. Bhd.

Acted for Malaysia's Felda Global Ventures Holdings Sdn. Bhd., one of the largest palm plantation operators in the world, in its sale of eastern Canada's largest oilseed processing plant to Viterra Inc. for $190 million.

Plusgrade L.P.

Acted for Plusgrade L.P. and its partners in connection with an investment by Boston-based private equity firm TA Associates and related financing. Plusgrade is a leading provider of revenue solutions to the travel industry, such as seat upgrades and other premium services, through its proprietary software platform.

PSP Investments

Acted for the Public Sector Pension Investment Board (PSP Investments) in connection with the sale of a portfolio of real estate assets by joint ventures between affiliates of PSP Investments and affiliates of Starlight Investments to Northern Property Real Estate Investment Trust (NPR) concurrently with NPR's acquisition of True North Apartment Real Estate Investment Trust by way of plan of arrangement to form Northview Apartment Real Estate Investment Trust, which has an enterprise value in excess of $3 billion and is the third-largest publicly-traded multi-family REIT in Canada.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in connection with an offering of $700-million principal amount of 3.60% Series 5 senior unsecured notes due 2025, on a private placement basis in Canada.

Stingray Group Inc.

Acted for Stingray Group Inc. in connection with its initial public offering on the Toronto Stock Exchange (TSX) of an aggregate of 25,760,000 subordinate voting shares and variable subordinate voting shares at a price of $6.25 per share, for total gross proceeds of $161 million (including the exercise in full of the over-allotment option granted to the underwriters).

Logibec Inc.

Acted for the management team of Logibec Inc. in connection with the sale of Logibec Inc.'s shares to US private equity firm GI Partners. Logibec is a leading Canadian healthcare IT company specializing in the development, marketing, implementation and support of clinical and administrative information systems for the health and social services sectors.

Cominar Real Estate Investment Trust

Acted for Cominar Real Estate Investment Trust in connection with the $1.527-billion acquisition of a portfolio of 11 shopping centres, three office properties and one industrial property from Ivanhoé Cambridge, the real estate subsidiary of the Caisse de dépôt et placement du Québec. The firm also represented Cominar in financing the acquisition, through the issuance of $250 million of trust units to Ivanhoé Cambridge by way of private placement, the issuance of $250 million of trust units to the public by way of a bought deal, the establishment of new unsecured bridge facilities of up to $850 million, a $100-million unsecured credit facility, and mortgage financings of $250 million.

TransMontaigne Inc.

Acted as Canadian counsel to 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.

Knight Therapeutics Inc.

Acting for Knight Therapeutics Inc. in connection with its $75-million bought deal private placement of special warrants.

Paladin Labs Inc.

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.

Prospero Learning Solutions Inc.

Acted for Prospero Learning Solutions Inc. in connection with the sale by Lorne Novolker and Alan Ray of their direct and indirect interest in Prospero Learning Solutions Inc. The purchaser was GP Strategies Corporation, a global performance improvement service, provider of training and e-learning solutions, as well as management consulting and engineering services.

Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Caisse de dépôt et placement du Québec

Acted for Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Caisse de dépôt et placement du Québec in connection with the acquisition by the Permira funds of the shares of Atrium Innovations Inc. for approximately $1.1 billion by way of a plan of arrangement.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in connection with an offering of $300 million principal amount of 4.214% series 4 senior unsecured notes due 2020.

Groupe Prével

Acted for Placements Cambridge Inc., a joint venture between Fonds immobilier de solidarité FTQ and Groupe Prével, in connection with the sale of "Le Cambridge", a prestigious seniors residence located in Pointe-Claire, Québec, to Gestion Réseau Sélection Inc. in partnership with Revera Inc.

Cycle Capital Management Inc.

Acted for Cycle Capital Management Inc. in connection with the formation of Cycle Capital Fund III, L.P., a $108-million clean tech venture capital fund.

Fonds de solidarité des travailleurs du Québec (F.T.Q.) et al.

Acted for Fonds de solidarité des travailleurs du Québec (F.T.Q.), Caisse de dépôt et placement du Québec, Enertech Capital Partners IV L.P., Export Development Canada, Fonds de solidarité FTQ investissements croissance I s.e.c., SVIC No. 25 New Technology Business Investment L.L.P. and Investments W2 Inc. in connection with their investment in the share capital of Distech Controls Inc., a Québec private company held by Étienne Veilleux and Technovator International Limited.

Coinamatic Canada Inc.

Acted for the shareholders of Coinamatic Canada Inc. in connection with the sale of the company to Wash Multifamily Laundry Systems, a portfolio company of Chicago-based CHS Capital.

Groupe Saputo Inc.

Acted for Fiducie FMIB, Fiducie FMB-IB and its trustees against Revenu Québec in their challenge of retroactive Québec tax assessments.

Abitibi-Consolidated Inc.

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.

Bulletin

Federal Court of Appeal Says Funding Services Not Subject to GST/HST

Oct. 04, 2019 - In SLFI Group v Canada (2019 FCA 217), the Federal Court of Appeal (FCA) overturned a Tax Court of Canada (TCC) decision and ruled that a group of Canadian mutual funds (Funds) was not required to self-assess GST/HST on funding services provided by a U.S. entity, because these services...

Bulletin

Extended Deadline for Québec Nominee Agreement Disclosure

Aug. 22, 2019 - As outlined in our e-communications of May 21, 2019, and August 12, 2019, Québec’s Ministry of Finance has introduced new rules regarding the disclosure of nominee agreements. The new disclosure requirement is relevant to nominee agreements involving one or more parties that are subject to Québec...

Bulletin

Draft Legislation on the Taxation of Stock Options

June 19, 2019 - The federal government has released much anticipated draft legislation proposing changes to the rules relating to the taxation of stock options. The legislative proposals are expected to come into force on January 1, 2020, and to apply to option agreements entered into after 2019. The release, on...

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

Association de planification fiscale et financière, Réorganisations d’entreprises et transactions commerciales colloque, “Transactions Majeures Récentes”; Montréal, QC

Mar. 14, 2019

Bulletin

Draft Legislation Confirms Exemptions from Transfer Duties for Partnerships

Feb. 27, 2019 - The Québec government recently provided greater certainty for situations in which a partnership (a limited partnership, general partnership or undeclared partnership) is involved in the transfer of an immovable in Québec. On February 26, 2019, Bill 13, An Act to amend the Taxation Act, the Act...

Speaking Engagement

Pension Investment Association of Canada, 2018 Tax Forum, “Dealing with Sections 100 and 149 (10) in a Transactional Context”; Toronto, ON

Nov. 13, 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....

The Legal 500 Canada—Tax (Next Generation Lawyer)

The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada—Corporate Tax

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—Corporate Tax (Most Frequently Recommended)

The Best Lawyers in Canada—Tax Law

Bar Admissions

Québec, 1999

Education

Canadian Institute of Chartered Accountants, In-Depth Tax Course & Advanced International Tax, Levels I & II
Université de Sherbrooke, MA (Taxes), 1998
Université Laval, LLB (Carswell Prize), 1996

Professional Affiliations

International Fiscal Association
Association de planification fiscale et financière
Canadian Tax Foundation

Teaching Engagements

Marie-Emmanuelle has been an assistant tax lecturer at the McGill University Faculty of Law and a guest lecturer at the John Molson School of Business at Concordia University, where she taught international taxation to MBA students.