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Barry H. Shapiro

Telephone : (514) 393-4021

Fax : (514) 878-1865

Email : bhshapiro@rsslex.com

VCard

A partner and senior member of the firm’s Business Law group, Barry H. Shapiro is frequently asked to advise clients on various matters relating to their businesses or personal estate planning.

Barry’s main areas of practice are mergers and acquisitions, business and corporate law, real estate, and wills and estates.

Representative Matters

Mergers and Acquisitions

Advised the founders of La Canadienne, a leader in the manufacturing, distribution and retailing of women’s winter footwear, in its acquisition by an investor group led by Montreal-based private equity firm Champlain Financial Corporation, and including the founders as well as Investissement Québec and Fondaction, le Fonds de développement de la Confédération des syndicats nationaux pour la coopération et l’emploi.

Acted for the co-owners of Namur Syndicate on the sale of 5010 Paré St to the City of Montreal for $9.1M.

Acted for the owner of a long-established heating, ventilation and air conditioning enterprise dealing with retail, commercial and industrial clients on the sale of its business to a competitor, with a purchase price based partially on a reverse earn-out as a function of profitability over the ensuing five years.

Representation of an international manufacturer and distributor of medical, dental and related supplies on the purchase of a minority shareholder’s interest in a foreign affiliate in accordance with the laws of the Netherlands.

Representation of Cycle Babac Inc., a 50+-year bicycle parts distributor on a purchase from Genesis Cycle Inc. of Toronto of its bicycle business selling to retail outlets under the trademarks Genesis, Stealth, Dawn, Barracuda, Hutch, Trafik, UAV.9er and Roseport.

Representation of a 50% shareholder of a branded business involved in the distribution of industrial supplies featuring packaging equipment as well as consumer and industrial packaging products, scales and accessories on its purchase of the remaining 50% from a related party.

Acted for the owners of 8551 Ray-Lawson Blvd. on the sale of its industrial building, including dealing with environmental and transfer tax issues.

Advising the majority stakeholder on the purchase of one of the founding partners’ interests in a North American importer and distributor of knitted goods.

Representation of second-generation owners in a share sale of a 65-year-old wood care products business which sells to the furniture industry and to major hardware retailers under the brand name Trade Secret — Secret du métier.

Acted for individuals in the purchase and financing of an interest in a commercial and office strip-centre in Dorval, via the purchase of 50% of the outstanding shares of the corporation which owned the Centre. The selling shareholders had been feuding for several years.

Acted for Corey Eisenberg in the Purchase of the business of Grandma Emily, a manufacturer and distributor of health-oriented snacks, cereals and bars.

Represented one of the owners of a home furnishings distribution business where one partner bought out the other partners after a 28-year relationship.

Represented the shareholders of RCR International Inc., a leading manufacturer and distributor of weather stripping and insulation, with respect to the sale of the business to a US-based venture capital investor.

Represented Gerald E. Morris, owner of Intalite Inc. / Simplex Ceilings, a leading manufacturer of custom metal ceilings, on the sale of the company to Armstrong World Industries Ltd.

Represented the owners of an agency representing international chemical manufacturers on the sale of its business to a mid-cap corporation.

Represented the owners of a real estate portfolio on the sale of the portfolio to various purchasers.

Represented a majority shareholder of a retail frozen yogurt chain on acquiring the founder’s equity in the company.

Represented an employee/minority shareholder on a management buy-out of a 75% equity interest of an international construction cost consultant and project management services firm.

Business Law

Representation of the owners of 95, rue Gince, Saint-Laurent, for a $4M financing through the Business Development Bank of Canada.

Advised a client on his responsibilities as a property owner regarding the contamination, if any, affecting the property, and which, in any event, could not have been caused by him. Stakes of up to $20 million.

Elaboration of a profit-sharing and phantom-equity plan for a consultant.

Advising a senior executive of a North American designer, distributor and retailer of women’s, men’s and children’s outerwear in evolving from a holder of phantom stock units into real equity, and in a subsequent sale of a portion of the equity to a third-party acquirer of the business.

Advising an international manufacturer and distributor of medical and dental supplies in planning and carrying out a tax-efficient alignment of interests among shareholders of affiliates by exchanging their shares for shares in the parent company; also assisting in re-purchasing a significant interest of one of the original shareholders and a partial re-purchase of shares by other shareholders followed by an amalgamation of some of the selling entities and the parent company. Representation of this manufacturer in the financing for the alignment and repurchases with HSBC, The Hongkong and Shanghai Banking Corporation Ltd. and an affiliate of Caisse de dépôt et placement du Québec, including coordinating securitization of loans by the international affiliates.

Implementing a share exchange between unrelated shareholders of two independent distinct operating enterprises: one operating in the area of manufacturing of ferrous and non-ferrous precision investment casting serving high-tech industries such as aerospace, and the other involved in the development of a smart process software for a company’s supply chain resulting in optimization, automation, integration and vendor compliance.

Corporate reorganization (with corporate, tax, employment and intellectual property implications) of the Canadian and U.S. operations of an international, Montreal-based medical products supplier.

Cross-border investment in a liquefied natural gas project — Acted as general counsel, with Martin Lord as tax counsel, for a California-based Hedge Fund that made a significant investment in a Quebec Limited Partnership that intends to develop, finance, construct and operate a facility to ship liquefied natural gas. The gas will be purchased from the US and Canada, converted into liquefied gas and shipped to markets that include Europe and Asia.

Acts as general counsel to a major international manufacturer and distributor of health and dental products.

Acts as general counsel to a major international manufacturer and distributor of vinyl coated fabrics to the marine, auto and consumer markets.

Represented several accounting and architectural firms in preparing partnership agreements, conversion of general partnerships to limited partnerships or limited liability partnerships.

Completed the corporate reorganization (with corporate, tax, employment and intellectual property implications) of the Canadian and U.S. operations of a medical products supplier.

Completed a corporate reorganization of Fabtrends International Inc., one of North America’s leading fashion textile companies.

Completed a corporate reorganization of a Canadian-based manufacturer and distributor of clothing, footwear and accessories.

Wills and Estates

Successful resolution of a dispute involving two wills — a deathbed holograph document made by the testator in the hospital within two days of her passing versus a notarial will. RSS successfully contested the holograph will and obtained judgment reducing two particular legacies from $1M to $100,000 each.

Advising a widow and mother of one child from a second marriage in a dispute with a child of the deceased from a first marriage in connection with the deceased’s will resulting in a settlement of significant differences and avoiding costly litigation.

Implemented a complex business succession plan for Morbern Inc., a global manufacturer and distributor of decorative upholstery fabrics to the automotive, heavy truck and marine industries.

Represented various beneficiaries under wills who had competing interests with other beneficiaries and successfully securing and realizing their claims.

Family Dispute Resolution

Negotiated and resolved inter-generational disputes amongst family members of jointly owned corporations and other legal entities.

Honours

Rated “AV Preeminent” by Martindale-Hubbell, for ethical standards and legal ability

Rated since 2012 in Best Lawyers in Canada, under Corporate Governance Practice, Corporate Law, Mergers & Acquisitions Law, Private Funds Law and Trusts and Estates. Best Lawyers named him Montréal Lawyer of the Year for Corporate Governance Practice in 2017 and 2020.

Community Involvement

Governor For Life of the Fondation du Barreau du Québec

Sir Mortimer B. Davis – Jewish General Hospital Foundation (trustee)

Jewish Immigrant Aid Services of Montreal (past president)

Lord Reading Law Society (past president)

Federation CJA (past board member)

Donald Berman Maimonides Geriatric Centre Foundation (former vice-president and member of the board of directors)

Segal Centre for Performing Arts, previously known as the Saidye-Bronfman Centre (past director and former board member)

Languages

English, French

Education

Bachelor of Civil Law, McGill University

Bachelor of Arts, McGill University

Call to Bar

Quebec, 1965