Paul Carenza Partner


Speaks:  English, French

Year of Call: 1997 - Ontario

Primary phone: +1 416-369-7367

Fax: +1 416-862-7661

Email: paul.carenza@gowlingwlg.com

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Primary office:  Toronto




Paul Carenza

As a partner in Gowling WLG's Toronto office and a member of its firm-wide Tax Group, Paul Carenza works with a range of Canadian and international clients in the private and public sectors, delivering creative and compliant solutions to meet their business needs.

For more than 20 years, Paul has specialized in providing clients with income tax advice in domestic and cross-border corporate acquisitions, reorganizations, and financings. He also represents clients in disputes with tax authorities, and provides technical expertise on executive compensation matters, including compensation plan design and cross-border assignments. Paul also advises clients in the energy sector in Ontario on payments-in-lieu of taxes and related matters.

Paul is a regular writer, speaker and panellist at various conferences covering a variety of matters related to tax law. He is the editor-in-chief of Thomson Reuters' Taxation of Executive Compensation and Retirement journal, and also serves as co-editor of Gowling WLG's Canadian Tax newsletter.

Fluent in both English and French, Paul is called to the Ontario Bar.

Career & Recognition

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Memberships

  • Canadian Bar Association
  • Canadian Tax Foundation
  • Ontario Bar Association

Publications (articles, papers, presentations, etc.)

  • “No Need for Second Thoughts on Secondments,” Taxation of Executive Compensation and Retirement, 2018, Volume XXVI, No. 1
  • “Share-Based Compensation—Continuing the Discussion Toward a Framework for Determining Stated Capital, Paid-Up Capital and Corporate Deductions,” Taxation of Executive Compensation and Retirement, 2018, Volume XXVI, No. 2
  • “Proper Interpretation of the 110(1.1) Election,” Taxation of Executive Compensation and Retirement, 2017, Volume XXV, No. 1
  •  “New 55(2): A Purposeful Review of the Results to Date,” 2017 Ontario Tax Conference,” Canadian Tax Foundation, Toronto, 2017
  • "Non-Taxation of Employee Stock Option Benefits: A Justifiable Absurdity?" (2015) 62:4 Canadian Tax Journal 1079-1084
  • "Incentive Compensation for Small and Medium-Sized Private Companies," presented at the Ontario Tax Conference, 2012
  • "Imperial Tobacco: Stock Option Plans and Cash-out Payments," Taxation of Executive Compensation and Retirement, Volume 22, No. 5
  • "Changes to the Taxation of Stock Options," Canadian Payroll Reporter, December 2010
  • "Say-on-Pay, Clawbacks and Canadian Income Tax," Taxation of Executive Compensation and Retirement, Volume 21, No. 1
  • "Update On ULC's - Rising From The Ashes?," TaxnetPRO, December 2009
  • "Directors' Liability for Taxes: The Importance of Being Diligent," Corporate Liability, 2009
  • "The ABCs of Cashless Exercise Methods," CMA Magazine, October 2005
  • "Avoidance Transaction is not a Dirty Word (or a Series of Dirty Words)!," Taxation Law Section Newsletter, Vol. 14, No. 1, August 2003
  • "Competent Authority Agreements?," Canadian Tax Highlights, Vol. 10, No. 10, 2002
  • "Fredette and Rousseau-Houle: Has CP Been Derailed?," Taxation Law Section Newsletter, Vol. 12, No. 1, August 2001
  • "GST Reg Ultra Vires?," Canadian Tax Highlights, Vol. 8, No. 11, November 2000
  • "Business Succession for the Entrepreneurial Client," Institute of Chartered Accountants of British Columbia, July 2000

Selected presentations

  • “Executive Contracts and Complex Compensation,” 17th Annual Current Issus in Employment Law, Ontario Bar Association, Toronto, 2019
  • “2019 TEI Professional Development Day,” Tax Executives Institute, Toronto, 2019
  • “Ontario Tax Conference” Canadian Tax Foundation, Toronto, 2017
  • "13th Taxation of Executive Compensation and Retirement Course," Federated Press, Toronto, 2015
  • "12th Taxation of Executive Compensation and Retirement Course," Federated Press, Toronto, 2014
  • "11th Taxation of Executive Compensation and Retirement Course," Federated Press, Toronto, 2013
  • "3rd Understanding Canada-U.S. Taxation Course," Federated Press, Toronto, 2013
  • "Incentive Compensation for Small and Medium-Sized Private Companies," Ontario Tax Conference, Canadian Tax Foundation, Toronto, 2012
  • "10th Taxation of Executive Compensation and Retirement Course," Federated Press, Toronto, 2012
  • "2nd Understanding Canada-U.S. Taxation Course," Federated Press, Toronto, 2012
  • "4th International Joint Ventures Course," Federated Press, Toronto, 2011
  • "9th Taxation of Executive Compensation and Retirement Course," Federated Press, Toronto, 2011
  • "Understanding Canada-U.S. Taxation Course," Federated Press, Toronto, 2011
  • "8th Taxation of Executive Compensation and Retirement Course," Federated Press, Toronto,2010
  • "4th Taxation of Inbound Investment Course," Federated Press, Toronto, 2010
  • Canadian counsel to Boston-based Silversmith Capital Partners which led a US$71 million growth equity investment in PDFTron Systems, a leading provider of document processing tools for software developers, headquartered in Vancouver, British Columbia [May 2019] 
  • Counsel to US private equity firm Gridiron Capital, LLC, on Canadian aspects of its acquisition of Jacent Strategic Manufacturing, LLC, North America’s leading retail merchandising expert [April 2019] 
  • Counsel to Pleatco, LLC, a New York-based manufacturer of water filtration systems and portfolio company of Align Capital Partners, in its cross-border acquisition of Milton Manufacturing Inc. [March 2019] 
  • Counsel to Aleafia Health Inc. in connection with its acquisition of Emblem Corp. valued at $172.3 million at the time of announcement, pursuant to a court approved plan of arrangement under the provisions of the Canada Business Corporations Act [March 2019] 
  • Counsel to cannabis e-commerce company Namaste Technologies Inc. in its acquisition of 49% of the common shares of Pineapple Express Delivery Inc. [March 2019] 
  • Counsel to Banco de Credito del Peru, the largest bank in Peru, which provided a new six-year senior secured corporate credit facility for Sierra Metals Inc., a Canadian-based polymetallic mining company with production from mines in Peru and Mexico [March 2019] 
  • Counsel to the underwriters led by CIBC Capital Markets, National Bank Financial Inc. and Scotiabank with respect to a $23 million bought deal offering of common shares by Firm Capital Mortgage Investment Corporation [March 2019] 
  • Counsel to US venture capital firm General Catalyst which led a Series A venture round for Flashfood, a Toronto-based mobile marketplace connecting surplus food from grocers directly to its consumers at massive discounts [February 2019] 
  • Counsel to R&D Pharma Corp., a Canadian company building a vertically integrated medical cannabis business in Jamaica, in its acquisition by Weekend Unlimited Inc. [February 2019] 
  • Counsel to Tree of Life Canada ULC in its acquisition of Numage Trading Inc., a Canadian importer and distributor of Italian specialty foods [February 2019] 
  • Counsel to Builders’ Supplies Limited of Mississauga, Ontario in its cross-border acquisition by US-based Foundation Building Materials, Inc. [February 2019] 
  • Counsel to Denmark-based Fertin Pharma A/S, the leading independent B2B developer and manufacturer of medicated chewing gum, in its cross-border acquisition of Tab Labs Inc. of Vancouver, British Columbia [January 2019] 
  • Counsel to Alectra Utilities Corporation and Alectra Inc. in the merger of its electricity distribution utility with that of Guelph Hydro Electric Systems Inc., creating the largest municipally-owned electric utility in Canada [January 2019] 
  • Counsel to Namaste Technologies Inc. in the acquisition by its wholly-owned subsidiary, Cannmart Inc., of the domain Buds2go.ca along with social media accounts and all intellectual property in connection therewith, including trademark applications [December 2018] 
  • Counsel to the underwriters co-led by TD Securities Inc., CIBC Capital Markets and Scotiabank on a bought deal financing of $25 million aggregate principal amount of 5.50% convertible unsecured subordinated debentures of Firm Capital Mortgage Investment Corporation [November 2018] 
  • Canadian counsel to The Riverside Company, a global private equity firm, on its acquisition of SureWerx, a leading supplier of professional tool, equipment and safety products for workers [November 2018] 
  • Counsel to Alectra Utilities Corp. in the sale of its 50% stake in Collingwood PowerStream Utility Corp. (owner of Collus Powerstream) to the Town of Collingwood [October 2018] 
  • Counsel to Dubois Chemicals Canada Inc., a subsidiary of DuBois Chemicals Inc., on its acquisition of IPAC Chemicals & Power Chemicals [October 2018] 
  • Canadian counsel to US-based Vectorworks, Inc. in its cross-border acquisitions of Resolve Software Solutions and the assets of Paxar Technologies Corp. in connection with the opening of a new corporate office in Vancouver, British Columbia [September 2018] 
  • Counsel to Crawford & Company (Canada), Inc. in its acquisition of JDS Adjusters, with locations in Winnipeg and Brandon, Manitoba [August 2018] 
  • Counsel to Tree of Life Canada ULC in its acquisition of strategic equity stakes in Bourrie Sales & Marketing Limited, Binner Marketing & Sales Inc., Performance Courtier Aliimentaire Inc. and Mitchell Atlantic Food Services Inc. [August 2018] 
  • Counsel to InterRent REIT with respect to its public offering of trust units from treasury, including the full exercise of the over-allotment option granted to the underwriters, which raised gross proceeds of approximately $115 million [August 2018] 
  • Counsel to OMERS Infrastructure-owned Teranet Inc., Canada’s leader in the delivery of statutory registry services, whose affiliate CM Solutions Inc. acquired all of the issued and outstanding shares of D+H Collateral Management Corporation, a division of Finastra Holdings Inc. [August 2018] 
  • Counsel to Veterinarium Corp., the owner of the Smart Flow software platform, in the sale of substantially all of its assets to IDEXX, a global leader in veterinary diagnostics and practice software [July 2018] 
  • Counsel to Toronto-based GroupBy Inc., a leading provider of relevancy-focused eCommerce solutions, with respect to a Series B financing from Peakspan Capital [June 2018] 
  • Counsel to Largo Resources Ltd. with respect to a private placement offering of US$150 million aggregate principal amount of senior secured notes [May 2018] 
  • Canadian counsel to Boston-based Silversmith Capital Partners which led a significant growth equity investment in Validity, a global leader in data quality and compliance, allowing Validity to acquire CRMfusion, based in Keswick, Ontario, a market leading provider of data quality software for Salesforce.com customers [May 2018] 
  • Canadian counsel to a syndicate of institutional lenders in the completion and initial funding under a US$500 million note purchase facility entered into with an international food processing company [April 2018] 
  • Counsel to Mercedes Corp. in the sale of St. Jacobs Farmers’ Market and three nearby retail properties in St. Jacobs, Ontario to Schlegel Urban Developments [April 2018] 
  • Counsel to Minera Alamos Inc., an advanced stage exploration and development company, on its acquisition of Corex Gold Corporation, a company engaged in the acquisition and exploration of precious metal properties located in Mexico [April 2018] 
  • Canadian counsel to CooperSurgical, a business unit of The Cooper Companies, Inc., a publicly traded global medical device company, in its approximately US$125 million acquisition of the assets of The LifeGlobal Group and its affiliates [April 2018] 
  • Counsel to Entegrus Inc., an energy and electricity distribution company based in Chatham-Kent and Strathroy, on its merger with holding company Ascent Group Inc., owned by the City of St. Thomas, Ontario [April 2018] 
  • Counsel to Namaste Technologies Inc., the largest online retailer for medical cannabis delivery systems globally, in a bought deal short form prospectus offering of units, including the exercise in full of the over-allotment option, for gross proceeds of approximately $40.25 million [February 2018] 
  • Counsel to Scythian Biosciences Corp. with respect to a short from prospectus offering of units and a concurrent brokered private placement of units for combined gross proceeds of approximately $28.7 million [February 2018] 
  • Counsel to FifteenFortySeven Critical Systems Realty in connection with the acquisition of a 42,000 sq. ft. data centre in the Greater Toronto Area (Markham) [January 2018] 
  • Counsel to Igloo Software with respect to a US$47 million growth equity investment by Frontier Capital [January 2018] 
  • Counsel to Rothmans, Benson & Hedges Inc. on its $68.25 million purchase of an office building at 1500 Don Mills Road, North York, Ontario to serve as its Canadian headquarters [December 2017] 
  • Counsel to TITUS Inc., an Ottawa-based provider of data classification and categorization solutions, with respect to the disposition of a controlling stake in the company to Blackstone Tactical Opportunities Fund [December 2017] 
  • Counsel to eSentire, Inc., the largest pure-play Managed Detection and Response (MDR) service provider, on its growth equity investment from Warburg Pincus LLC [September 2017] 
  • Canadian counsel to Boston-based Silversmith Capital Partners which led a US$59 million growth investment in Calgary-based Absorb Software Inc., a leading provider of cloud-based learning and performance management software for corporations and higher education institutions [September 2017] 
  • Counsel to ViXS Systems Inc., a pioneer in media processing, encoding and transcoding solutions, on its acquisition by Pixelworks, Inc., a leading provider of visual processing solutions [August 2017] 
  • Counsel to DECIEM Beauty Group Inc., a Toronto-based beauty products manufacturer, on an undisclosed equity investment by The Estée Lauder Companies Inc. [June 2017] 
  • Counsel to RDM Corporation, a provider of remote deposit capture (RDC) software, hardware and digital imaging solutions for financial institutions and corporate clients, in its $131 million cross-border acquisition by Deluxe Corporation [April 2017] 
  • Counsel to PowerStream Inc. and its shareholders (the cities of Vaughan, Markham and Barrie) with respect to the company's merger with Enersource and Horizon Utilities to become Alectra Inc. and counsel to Alectra Inc. on its $607 million acquisition of Hydro One Brampton from the Province of Ontario, as a result of which Alectra became the largest municipally-owned electricity utility in Canada (a transaction which won the 2017 Infrastructure & Utilities Deal of the Year at the Canadian Dealmakers Awards) [February 2017] 
  • Counsel to General Electric Canada on BWXT Canada’s acquisition of GE Hitachi Nuclear Energy Canada [December 2016] 
  • Canadian counsel to Aegerion Pharmaceuticals, Inc. on its merger with QLT Inc. to form Novelion Therapeutics Inc. [November 2016] 
  • Counsel to Namaste Technologies Inc. in its acquisition of certain assets of URT1 Limited and its wholly owned US subsidiaries [October 2016] 
  • Counsel to The PIC Group Inc., a leading North American provider of third party quality services to the automotive and manufacturing industries, in its acquisition by TRIGO Group, an international provider of operational quality solutions headquartered in France and a portfolio company of IK Investment Partners Limited, a UK-based private equity firm [October 2015] 
  • Counsel in Canada to private equity firm Pfingsten Partners, L.L.C. in the acquisition by its portfolio company Burton Saw and Supply Holdings of the assets of Cut Technologies [September 2015] 
  • Canadian counsel to Blackhawk Network Holdings, Inc. in its US$110 million acquisition of Achievers Corp. [June 2015] 
  • Counsel to Sterigenics International and private equity firm GTCR in a recapitalization of Sterigenics with an affiliate of Warburg Pincus and GTCR [May 2015] 
  • Canadian counsel to US-based Fundtech Corporation, a leading provider of global payments solutions to banks worldwide and a portfolio company of GTCR, in its US$1.25 billion cross-border acquisition by DH Corporation [April 2015]