Barry H. Shapiro

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. This acquisition included the founders, as well as Investissement Québec, Fondaction, and le Fonds de développement de la Confédération des syndicats nationaux pour la coopération et l’emploi.
• Represented the co-owners of Namur Syndicate on the sale of 5010 Paré Street to the City of Montreal for $9.1M.
• Represented the owner of a well-established heating, ventilation and air conditioning enterprise in 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 following five years.
• Represented an international manufacturer and distributor of medical, dental, and related supplies in the purchase of a minority shareholder’s interest in a foreign affiliate in accordance with the laws of the Netherlands.
• Represented Cycle Babac Inc., a bicycle parts distributor, in the purchase of its retail business under the trademarks Genesis, Stealth, Dawn, Barracuda, Hutch, Trafik, UAV.9er and Roseport.
• Represented a 50% shareholder of an industrial supply distribution business in its purchase of the remaining 50% from a related party.
• Acted for the owners of 8551 Ray-Lawson Blvd. on the sale of this industrial building, including handling environmental and transfer tax issues.
• Advised the majority stakeholder of a North American importer and distributor of knitted goods in the purchase of one of the founding partners’ interests.
• Represented second-generation owners in the share sale of their 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 that owned the centre. The selling shareholders had been feuding for several years.
• Acted for Corey Eisenberg in his purchase 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, in the sale of their 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.
• Acted for the owners of an agency representing international chemical manufacturers in the sale of its business to a mid-cap corporation.
• Represented the owners of a real estate portfolio in the sale of the portfolio to various purchasers.
• Represented a majority shareholder of a retail frozen yogurt chain in the acquisition of a founder’s equity in the company.
• Represented an employee/minority shareholder in the management buy-out of a 75% equity interest of an international construction cost consultant and project management firm.

Business Law

• 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 for the marine, auto and consumer markets.
• Represented the owners of 95 Rue Gince, Saint-Laurent, in a $4M financing through the Business Development Bank of Canada.
• Advised a client on his responsibilities as a property owner regarding potential contamination affecting the property, and which, in any event, could not have been caused by him. This file involved stakes of up to $20M.
• Advised a senior executive of a North American outerwear designer, distributor and retailer in converting their phantom stock units into real equity, and then selling a portion of the equity to a third-party acquirer of the business.
• Advised 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.
  • Assisted 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.
  • Represented 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 the securitization of loans by the international affiliates.
• Implemented a share exchange between unrelated shareholders of two independent operating enterprises: one manufacturing ferrous and non-ferrous precision investment casting for high-tech industries such as aerospace, and the other involved in the development of a smart process software for business supply chains.
• Completed the corporate reorganization (with corporate, tax, employment and intellectual property implications) of a Montreal-based medical product supplier’s Canadian and U.S. operations.
• 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, which intended to develop, finance, construct and operate a facility to ship liquefied natural gas. The gas was to be purchased from the US and Canada, converted into liquefied gas, and then shipped to other markets, including Europe and Asia.
• Represented several accounting and architectural firms in preparing partnership agreements and converting general partnerships to limited partnerships or limited liability partnerships.
• Completed the corporate reorganization of Fabtrends International Inc., one of North America’s leading fashion textile companies.
• Completed the corporate reorganization of a Canadian manufacturer and distributor of clothing, footwear and accessories.

Wills and Estates

• Successfully resolved 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.
• Advised 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 for the automotive, heavy truck, and marine industries.

• Governor for life of the Quebec Bar Foundation
• Trustee of the Sir Mortimer B. Davis – Jewish General Hospital Foundation
• Past president of the Jewish Immigrant Aid Society of Montreal
• Past president of the Lord Reading Law Society
• Past board member of Federation CJA
• Former vice-president and member of the board of directors of the Donald Berman Maimonides Geriatric Centre Foundation
• Past director and former board member of the Segal Centre for Performing Arts