Altus Capital Partners, Inc.

Acted for Altus Capital Partners, Inc., a private equity buyout fund based in Connecticut, in its new platform investment – a leveraged buyout of Air Innovations, LLC, a manufacturer of speciality environmental control units for demanding applications.

Groupe Dynamite Inc.

Acted for Groupe Dynamite Inc., a Canadian women's clothing retailer, in its C$300-million initial public offering of subordinate voting shares, valuing the company at C$2.3 billion.

OMERS Life Sciences

Acted for OMERS Life Sciences in its US$304.7-million acquisition of 100% of Esperion’s royalty entitlement (subject to a cap) on net sales of bempedoic acid products in Europe by Daiichi Sankyo Europe.

Russel Metals Inc.

Acted for Russel Metals Inc. in the establishment of a $600 million credit facility.

International Food Corporation

Acted for International Food Corporation (dba Bakery de France) and its shareholders in the sale of 50% of the issued and outstanding shares of International Food Corporation to La Lorraine Bakery Group.

Ironbridge Equity Partners Management Limited

Acted for funds affiliated with Ironbridge Equity Partners Management Limited in the acquisition and related financing of Gardner Glass Products, Inc., a North Carolina-based company that manufactures and distributes tempered, mirrored, backpainted, and laminated glass products.

Amcor Rigid Plastics USA, Inc.

Acting for Amcor Rigid Plastics USA, Inc. in the sale of its 50% interest in Bericap North America, a 50/50 joint venture between Amcor and Germany-based Bericap Holding GmbH that manufactures closures for beverage, food and industrial end markets in the U.S., Canada and Mexico.

Recochem

Acted as counsel to Recochem management in the acquisition of H.I.G portfolio company Recochem by funds managed by CapVest. 

Copper Mountain Mining Corporation

Acted for Copper Mountain Mining Corporation in its US$439-million all-share acquisition by Hudbay Minerals Inc. by way of a court approved plan of arrangement.

Smile CDR Inc.

Acted for Smile CDR Inc. (doing business as Smile Digital Health), a leading FHIR® health data fabric (HDF) and exchange solutions provider, in its approximately $30-million Series B funding round led by existing investors.

Fulcrum Capital Partners

Acted for Fulcrum Capital Partners in the merger of its portfolio company, Accucam Machining, with EQI Ltd., a portfolio company of Atlas Holdings, to create a leading global supply chain solution for metal products.

U.S. Supreme Court Upends 40 Years of Judicial Deference to Regulations

July 25, 2024 - In a historical opinion in Loper Bright Enterprises v. Raimondo, Secretary of Commerce, released at the end of June, the U.S. Supreme Court overturned the “Chevron” doctrine, which for so long had controlled judicial review of U.S. federal regulations. Chevron, decided in 1984,...

IRS Proposes to Limit Application of Funding Rule on Stock Buyback Excise Tax

June 20, 2024 - In prior bulletins from February 2023 and December 2022, we described a notice from the Internal Revenue Service (IRS) that outlined the rules that the IRS intended to issue with respect to the 1% stock buyback excise tax. This tax generally applies to the repurchase of stock of a public U.S. ...

IRS Relaxes Rules for Domestically Controlled REITs

June 19, 2024 - Non-U.S. investors are generally subject to U.S. federal income tax on gains from investments in private U.S. real estate investment trusts (REITs). Two exceptions (among others) are for investments in “domestically controlled” REITs and for investors that are “qualified foreign pension funds....

US Corporate AMT: Inbound Investors Beware of Aggregation Rules, co-author

Nov. 15, 2023 - Tax Management International Journal (Bloomberg Industry Group, Inc.) 
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U.S. Tax Laws: A Review of 2022 and a Look Ahead to 2023

Feb. 21, 2023 - As we settle into the new year, let’s take a moment to first consider last year’s tax developments and then take a look ahead to what 2023 might have in store for us. Review of U.S. Tax Developments in 2022 In 2022 we finally saw some movement on President Biden’s tax policy with the...

Disclosure Requirements Aimed at Shell Companies, co-author

Jan. 24, 2023 - Canadian Tax Journal, Vol. 70, No. 4, (Canadian Tax Foundation)

Upcoming Proposed Regulatory Changes to Stock Buyback Excise Tax

Dec. 29, 2022 - With another new year nearly upon us, we call attention to regulatory changes to the Stock Buyback Excise Tax that will be proposed to take effect on January 1 and the implications on more non-U.S. corporations. Specifically, we address exceptions for (i) a broad new per se funding rule...