Paul Lamarre

Partner

Paul Lamarre

Paul Lamarre

Partner

Expertise
Bar Admissions
  • Ontario, 2003

Clients rely on Paul for clear and practical advice on their complex tax issues.

Paul advises leading multinational corporations – both public and private – on their domestic and international tax planning. He has significant expertise in cross-border investment funds, international structuring, public offerings and mergers and acquisitions. Paul also regularly counsels on trust and estate matters, as well as tax disputes with the Canada Revenue Agency.

Paul has lectured on tax in the law faculties of Western University and the University of Toronto.

Paul Lamarre

Partner

Clients rely on Paul for clear and practical advice on their complex tax issues.

Paul advises leading multinational corporations – both public and private – on their domestic and international tax planning. He has significant expertise in cross-border investment funds, international structuring, public offerings and mergers and acquisitions. Paul also regularly counsels on trust and estate matters, as well as tax disputes with the Canada Revenue Agency.

Paul has lectured on tax in the law faculties of Western University and the University of Toronto.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its $1-billion public offering of 3.25% senior notes due 2029, issued in Canada. This offering was supported by the largest single-tranche order book on record in Canada.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its US$1.25-billion public offering of 4.35% senior notes due 2049, issued in the United States under the multijurisdictional disclosure system.

Barclays, BMO Capital Markets, Macquarie Capital and RBC Capital Markets

Acted as Canadian counsel to the initial purchasers, led by Barclays, BMO Capital Markets, Macquarie Capital and RBC Capital Markets, in the private placement of US$600 million of high-yield notes of GFL Environmental Inc.

Ipsen S.A.

Acted for French biopharmaceutical company Ipsen in the acquisition of Québec-based Clementia Pharmaceuticals for a purchase price of US$25.00 per share in cash upfront, plus a contingent value right (CVR) of US$6.00 per share, for a total transaction value of up to US$1.31 billion.

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.

Sleep Country Canada Holdings Inc.

Acted for Sleep Country Canada Holdings Inc. in its $88.7-million acquisition of Endy, one of Canada's leading mattress-in-a-box e-commerce players, and the financing of this acquisition through an increase in and amendment to its $210-million senior secured syndicated credit facility.

Berkshire Partners

Acted as Canadian counsel to Berkshire Partners in the $800-million sale of Farm Boy, a fast-growing and successful Canadian food retailer, to Empire Company Limited.

Enercare Inc.

Acted for Enercare Inc., one of North America's largest home and commercial services and energy solutions companies, in its $4.3-billion sale to Brookfield Infrastructure and its institutional partners by way of plan of arrangement.

Arizona Mining Inc.

Acted for Arizona Mining Inc. in its sale to South32 Limited in an all-cash transaction valuing Arizona Mining at approximately $2.1 billion, by plan of arrangement.

National Bank Financial Inc. and TD Securities Inc.

Acted for the syndicate of agents, led by National Bank Financial Inc. and TD Securities Inc., in TMX Group Limited's $200-million Canadian private placement of 3.779% senior unsecured debentures.

Hydroméga Services Inc.

Acted for Hydroméga Services Inc. in the acquisition of Cochrane Power Corporation's Cochrane Power Generating Station, a cogeneration facility equipped with a 30MW natural gas turbine and a 15MW biomass fuelled boiler and steam turbine.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its US$750-million underwritten public offering of senior notes due 2048, issued in the United States under the multijurisdictional disclosure system.

The Cronos Group Inc.

Acted as tax counsel for The Cronos Group Inc. in the creation of Indigenous Roots, a first-of-its-kind joint venture that works with Canadian First Nations to build and operate licensed facilities and to provide medical cannabis to First Nations patients.

The Cronos Group Inc.

Provided tax advice to The Cronos Group Inc., a Canadian licensed producer listed on the Toronto Stock Exchange and NASDAQ, in connection with the formation of a strategic joint venture in Israel for the production, manufacture and global distribution of medical cannabis.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in the establishment of its US$1.5-billion commercial paper program.

Zinc Oxide LLC

Acted for Zinc Oxide LLC in its acquisition of Zochem Inc. from American Zinc Recycling LLC, creating the largest producer of zinc oxide in North America.

Sentry Investments

Acted for Sentry Investments in its $780-million acquisition by CI Financial Corp. in a transaction that combines two of Canada's largest independent active asset managers.

Iron Mountain Incorporated

Acted for Iron Mountain Incorporated (IRM) in connection with the divestiture of certain records and information management assets in the United States and Canada to Arkive, Inc., a portfolio company of the U.S.-based private equity firm, Summit Park Partners. The U.S. Department of Justice and Canadian Competition Bureau required these assets to be divested following IRM's US$2-billion acquisition of Recall Holdings Ltd.

Pershing Square Capital Management

Acted as Canadian counsel to Pershing Square Capital Management in connection with its concurrent cross-border secondary offering of US$1.4 billion of Canadian Pacific Railway common shares. The transaction was effected as a U.S.-style bought deal, and the shares were sold to the public at variable prices.

Woodbourne Canada Partners III (CA) LP

Acting for Woodbourne Canada Partners III (CA) LP in connection with its $180-million acquisition with Tridel Builders Inc. of the residential component of The Well from RioCan REIT, Allied Properties REIT and Diamondcorp.

BMO Capital Markets, Credit Suisse Securities Canada and Scotiabank

Acted for a syndicate of underwriters BMO Capital Markets, Credit Suisse Securities Canada and Scotiabank in connection with Centerra Gold Inc.'s $195-million public offering of subscription receipts. The proceeds of the offering were used to partially finance Centerra's $1.1 billion purchase of Thompson Creek Metals Company Inc.

Panolam Industries International, Inc.

Acted as Canadian counsel to Panolam Industries International, Inc., a portfolio company of funds managed by affiliates of Apollo Global Management, LLC, in connection with its acquisition by Insight Equity Management Company LLC, a leading middle market private equity firm.

BMO Capital Markets and CIBC World Markets Inc.

Acted for a syndicate of underwriters co-led by BMO Capital Markets and CIBC World Markets Inc. in connection with a $181.5-million secondary bought deal public offering of trust units of Milestone Apartments Real Estate Investment Trust.

BMO Capital Markets and CIBC World Markets Inc.

Acted for a syndicate of underwriters co-led by BMO Capital Markets and CIBC World Markets Inc. in connection with a $143.9-million bought deal offering of subscription receipts of Milestone Apartments Real Estate Investment Trust. The proceeds from the offering were used to fund part of the purchase price for Milestone's $502-million acquisition of 15 properties from Landmark Apartment Trust, Inc.

RBC Dominion Securities Inc. and CIBC World Markets Inc.

Acted for a syndicate of agents led by RBC Dominion Securities Inc. and CIBC World Markets Inc. in connection with the initial public offering of Energy Credit Opportunities Income Fund, a closed-end investment fund which is managed by Purpose Investments Inc.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners and Sleep Country Canada in connection with the $300-million initial public offering of common shares of Sleep Country Canada Holdings Inc. and in connection with a new $175-million senior secured credit facility. The proceeds of the initial public offering were used to acquire Sleep Country Canada Inc.

Alfa S.A.B. de C.V.

Acted for Alfa S.A.B. de C.V. in connection with its proposed acquisition, with Harbour Energy Ltd., of all of the outstanding common shares of Pacific Rubiales Energy Corp. for an all-cash purchase price of approximately $1.7 billion, plus the assumption of approximately $5 billion in debt. The acquisition was structured as a plan of arrangement under the Business Corporations Act (British Columbia).

Woodbourne Capital

Acted for Woodbourne Capital in connection with its investment in a residential and commercial development at Montgomery Square in Toronto.

Woodbourne Capital

Acted for Woodbourne Capital in connection with its participation in an equity investment in, and the subordinate tranches of a $76-million loan to, a Hilton Hotel project in Calgary.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with concurrent separate Canadian and U.S. public offerings in the aggregate amount of $2 billion, consisting of $250 million floating rate senior notes due 2017, $400 million senior notes due 2019 and $600 million senior notes due 2024 offered in Canada and US$750 million senior notes due 2044 offered in the U.S. pursuant to the Multi-Jurisdictional Disclosure System.

True Gold Mining Inc.

Acted for True Gold Mining Inc. in connection with its $51.9-million financing consisting of a $42-million bought deal offering of units by way of short form prospectus and concurrent $9.9-million private placement of units to Liberty Metals & Mining Holdings, LLC, True Gold's largest shareholder.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with its US$1.5 billion underwritten public offering of debt securities consisting of US$850 million senior notes due 2023 and US$650 million senior notes due 2043, made in the U.S. pursuant to the Multi-Jurisdictional Disclosure System.

Thomas H. Lee Partners L.P.

Acted for Thomas H. Lee Partners L.P. on Canadian matters in connection with its $1.2 billion acquisition of CompuCom Systems, Inc. and CompuCom Canada.

Cavendish Farms Corporation

Acted for Cavendish Farms Corporation in connection with its $60 million acquisition of Maple Leaf Foods Inc.'s potato processing business.

Moody's Corporation

Acted as Canadian Counsel for Moody's Corporation in connection with its $155-million acquisition of CSI Global Education Inc., Canada's leading provider of financial learning, credentials, and certification.

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,...

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

Ontario Proposes Changes to Land Transfer Tax for Certain Trusts and Partnerships

July 19, 2017 - The Ontario Ministry of Finance considers partnerships and most trusts to be transparent for Ontario land transfer tax (LTT) purposes. This means that if a unit trust or limited partnership with a large number of unitholders purchases a beneficial interest in Ontario real estate, technically each...

Bulletin

Ontario Unveils a New 15% Land Transfer Tax and Expanded Rent Controls

Apr. 20, 2017 - On April 20, 2017 the Ontario government announced a set of measures, dubbed the Fair Housing Plan, intended to “help more people find an affordable place to call home, while bringing stability to the real estate market and protecting the investment of homeowners.” The plan includes a proposed 15%...

Bulletin

2016 Federal Budget: Tax Highlights

Mar. 22, 2016 - The new Liberal government’s first budget (Budget 2016) has been the subject of anticipation and speculation, much of it apprehensive. Unusually, Budget 2016 is noteworthy for what it does not contain. Budget 2016 does not introduce changes to increase the tax rate on employee stock option...

Speaking Engagement

The Commons Institute, webinar, “Negotiating Share and Asset Purchase Agreements: Fundamental Considerations”

Feb. 27, 2014 - Download the presentation.

Expert Guides’ Rising Stars

Bar Admissions

Ontario, 2003

Education

Canadian Institute of Chartered Accountants, In-Depth Tax Course
University of Toronto, LLB, 2002
University of Toronto, PhD (English Literature), 1999

Professional Affiliations

Canadian Tax Foundation

Teaching Engagements

Paul has taught international tax law at Western Law and corporate tax law at the University of Toronto Faculty of Law.

Clients rely on Paul for clear and practical advice on their complex tax issues.

Paul advises leading multinational corporations – both public and private – on their domestic and international tax planning. He has significant expertise in cross-border investment funds, international structuring, public offerings and mergers and acquisitions. Paul also regularly counsels on trust and estate matters, as well as tax disputes with the Canada Revenue Agency.

Paul has lectured on tax in the law faculties of Western University and the University of Toronto.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its $1-billion public offering of 3.25% senior notes due 2029, issued in Canada. This offering was supported by the largest single-tranche order book on record in Canada.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its US$1.25-billion public offering of 4.35% senior notes due 2049, issued in the United States under the multijurisdictional disclosure system.

Barclays, BMO Capital Markets, Macquarie Capital and RBC Capital Markets

Acted as Canadian counsel to the initial purchasers, led by Barclays, BMO Capital Markets, Macquarie Capital and RBC Capital Markets, in the private placement of US$600 million of high-yield notes of GFL Environmental Inc.

Ipsen S.A.

Acted for French biopharmaceutical company Ipsen in the acquisition of Québec-based Clementia Pharmaceuticals for a purchase price of US$25.00 per share in cash upfront, plus a contingent value right (CVR) of US$6.00 per share, for a total transaction value of up to US$1.31 billion.

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.

Sleep Country Canada Holdings Inc.

Acted for Sleep Country Canada Holdings Inc. in its $88.7-million acquisition of Endy, one of Canada's leading mattress-in-a-box e-commerce players, and the financing of this acquisition through an increase in and amendment to its $210-million senior secured syndicated credit facility.

Berkshire Partners

Acted as Canadian counsel to Berkshire Partners in the $800-million sale of Farm Boy, a fast-growing and successful Canadian food retailer, to Empire Company Limited.

Enercare Inc.

Acted for Enercare Inc., one of North America's largest home and commercial services and energy solutions companies, in its $4.3-billion sale to Brookfield Infrastructure and its institutional partners by way of plan of arrangement.

Arizona Mining Inc.

Acted for Arizona Mining Inc. in its sale to South32 Limited in an all-cash transaction valuing Arizona Mining at approximately $2.1 billion, by plan of arrangement.

National Bank Financial Inc. and TD Securities Inc.

Acted for the syndicate of agents, led by National Bank Financial Inc. and TD Securities Inc., in TMX Group Limited's $200-million Canadian private placement of 3.779% senior unsecured debentures.

Hydroméga Services Inc.

Acted for Hydroméga Services Inc. in the acquisition of Cochrane Power Corporation's Cochrane Power Generating Station, a cogeneration facility equipped with a 30MW natural gas turbine and a 15MW biomass fuelled boiler and steam turbine.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its US$750-million underwritten public offering of senior notes due 2048, issued in the United States under the multijurisdictional disclosure system.

The Cronos Group Inc.

Acted as tax counsel for The Cronos Group Inc. in the creation of Indigenous Roots, a first-of-its-kind joint venture that works with Canadian First Nations to build and operate licensed facilities and to provide medical cannabis to First Nations patients.

The Cronos Group Inc.

Provided tax advice to The Cronos Group Inc., a Canadian licensed producer listed on the Toronto Stock Exchange and NASDAQ, in connection with the formation of a strategic joint venture in Israel for the production, manufacture and global distribution of medical cannabis.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in the establishment of its US$1.5-billion commercial paper program.

Zinc Oxide LLC

Acted for Zinc Oxide LLC in its acquisition of Zochem Inc. from American Zinc Recycling LLC, creating the largest producer of zinc oxide in North America.

Sentry Investments

Acted for Sentry Investments in its $780-million acquisition by CI Financial Corp. in a transaction that combines two of Canada's largest independent active asset managers.

Iron Mountain Incorporated

Acted for Iron Mountain Incorporated (IRM) in connection with the divestiture of certain records and information management assets in the United States and Canada to Arkive, Inc., a portfolio company of the U.S.-based private equity firm, Summit Park Partners. The U.S. Department of Justice and Canadian Competition Bureau required these assets to be divested following IRM's US$2-billion acquisition of Recall Holdings Ltd.

Pershing Square Capital Management

Acted as Canadian counsel to Pershing Square Capital Management in connection with its concurrent cross-border secondary offering of US$1.4 billion of Canadian Pacific Railway common shares. The transaction was effected as a U.S.-style bought deal, and the shares were sold to the public at variable prices.

Woodbourne Canada Partners III (CA) LP

Acting for Woodbourne Canada Partners III (CA) LP in connection with its $180-million acquisition with Tridel Builders Inc. of the residential component of The Well from RioCan REIT, Allied Properties REIT and Diamondcorp.

BMO Capital Markets, Credit Suisse Securities Canada and Scotiabank

Acted for a syndicate of underwriters BMO Capital Markets, Credit Suisse Securities Canada and Scotiabank in connection with Centerra Gold Inc.'s $195-million public offering of subscription receipts. The proceeds of the offering were used to partially finance Centerra's $1.1 billion purchase of Thompson Creek Metals Company Inc.

Panolam Industries International, Inc.

Acted as Canadian counsel to Panolam Industries International, Inc., a portfolio company of funds managed by affiliates of Apollo Global Management, LLC, in connection with its acquisition by Insight Equity Management Company LLC, a leading middle market private equity firm.

BMO Capital Markets and CIBC World Markets Inc.

Acted for a syndicate of underwriters co-led by BMO Capital Markets and CIBC World Markets Inc. in connection with a $181.5-million secondary bought deal public offering of trust units of Milestone Apartments Real Estate Investment Trust.

BMO Capital Markets and CIBC World Markets Inc.

Acted for a syndicate of underwriters co-led by BMO Capital Markets and CIBC World Markets Inc. in connection with a $143.9-million bought deal offering of subscription receipts of Milestone Apartments Real Estate Investment Trust. The proceeds from the offering were used to fund part of the purchase price for Milestone's $502-million acquisition of 15 properties from Landmark Apartment Trust, Inc.

RBC Dominion Securities Inc. and CIBC World Markets Inc.

Acted for a syndicate of agents led by RBC Dominion Securities Inc. and CIBC World Markets Inc. in connection with the initial public offering of Energy Credit Opportunities Income Fund, a closed-end investment fund which is managed by Purpose Investments Inc.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners and Sleep Country Canada in connection with the $300-million initial public offering of common shares of Sleep Country Canada Holdings Inc. and in connection with a new $175-million senior secured credit facility. The proceeds of the initial public offering were used to acquire Sleep Country Canada Inc.

Alfa S.A.B. de C.V.

Acted for Alfa S.A.B. de C.V. in connection with its proposed acquisition, with Harbour Energy Ltd., of all of the outstanding common shares of Pacific Rubiales Energy Corp. for an all-cash purchase price of approximately $1.7 billion, plus the assumption of approximately $5 billion in debt. The acquisition was structured as a plan of arrangement under the Business Corporations Act (British Columbia).

Woodbourne Capital

Acted for Woodbourne Capital in connection with its investment in a residential and commercial development at Montgomery Square in Toronto.

Woodbourne Capital

Acted for Woodbourne Capital in connection with its participation in an equity investment in, and the subordinate tranches of a $76-million loan to, a Hilton Hotel project in Calgary.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with concurrent separate Canadian and U.S. public offerings in the aggregate amount of $2 billion, consisting of $250 million floating rate senior notes due 2017, $400 million senior notes due 2019 and $600 million senior notes due 2024 offered in Canada and US$750 million senior notes due 2044 offered in the U.S. pursuant to the Multi-Jurisdictional Disclosure System.

True Gold Mining Inc.

Acted for True Gold Mining Inc. in connection with its $51.9-million financing consisting of a $42-million bought deal offering of units by way of short form prospectus and concurrent $9.9-million private placement of units to Liberty Metals & Mining Holdings, LLC, True Gold's largest shareholder.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in connection with its US$1.5 billion underwritten public offering of debt securities consisting of US$850 million senior notes due 2023 and US$650 million senior notes due 2043, made in the U.S. pursuant to the Multi-Jurisdictional Disclosure System.

Thomas H. Lee Partners L.P.

Acted for Thomas H. Lee Partners L.P. on Canadian matters in connection with its $1.2 billion acquisition of CompuCom Systems, Inc. and CompuCom Canada.

Cavendish Farms Corporation

Acted for Cavendish Farms Corporation in connection with its $60 million acquisition of Maple Leaf Foods Inc.'s potato processing business.

Moody's Corporation

Acted as Canadian Counsel for Moody's Corporation in connection with its $155-million acquisition of CSI Global Education Inc., Canada's leading provider of financial learning, credentials, and certification.

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,...

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

Ontario Proposes Changes to Land Transfer Tax for Certain Trusts and Partnerships

July 19, 2017 - The Ontario Ministry of Finance considers partnerships and most trusts to be transparent for Ontario land transfer tax (LTT) purposes. This means that if a unit trust or limited partnership with a large number of unitholders purchases a beneficial interest in Ontario real estate, technically each...

Bulletin

Ontario Unveils a New 15% Land Transfer Tax and Expanded Rent Controls

Apr. 20, 2017 - On April 20, 2017 the Ontario government announced a set of measures, dubbed the Fair Housing Plan, intended to “help more people find an affordable place to call home, while bringing stability to the real estate market and protecting the investment of homeowners.” The plan includes a proposed 15%...

Bulletin

2016 Federal Budget: Tax Highlights

Mar. 22, 2016 - The new Liberal government’s first budget (Budget 2016) has been the subject of anticipation and speculation, much of it apprehensive. Unusually, Budget 2016 is noteworthy for what it does not contain. Budget 2016 does not introduce changes to increase the tax rate on employee stock option...

Speaking Engagement

The Commons Institute, webinar, “Negotiating Share and Asset Purchase Agreements: Fundamental Considerations”

Feb. 27, 2014 - Download the presentation.

Expert Guides’ Rising Stars

Bar Admissions

Ontario, 2003

Education

Canadian Institute of Chartered Accountants, In-Depth Tax Course
University of Toronto, LLB, 2002
University of Toronto, PhD (English Literature), 1999

Professional Affiliations

Canadian Tax Foundation

Teaching Engagements

Paul has taught international tax law at Western Law and corporate tax law at the University of Toronto Faculty of Law.