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Gary Fogler Toronto Lawyer

Gary S. Fogler

Counsel Fasken
An exchangeable share transaction allows for the full or partial deferral of Canadian taxes on capital gains, which would otherwise be payable when a non-Canadian corporation acquires a Canadian one.
Jurisdiction Ontario, 1985
Language(s) English
Office(s) Toronto


Gary Fogler’s practice is focused on business law. Working on a variety of mergers and acquisitions transactions, Gary also advises clients on dispositions, reorganizations, licensing and distribution arrangements, mergers, joint ventures, acquisitions, and cross-border transactions.

Acting for corporations and partnerships, Garry has worked with clients across a broad array of businesses including food products, internet, packaging, manufacturing, music, film, computers, and energy, as well as entertainment and business information and financial services.

Significant transactions include:

  • Income trust conversion of Alliance Grain Traders Income Fund.

  • Advising Publicis Groups S.A. on acquisition of In-Sync Consumer Insight Corporation.

  • Advising Pindoff Records Sales Inc, on its sale of the Music World chain.

Gary also frequently advises on investment into Canada. He specializes on public and private cross-border transactions, assisting clients with complex tax structures using exchangeable shares, which allow Canadian sellers able to defer capital gains on tax on the sale of their business.

Gary has acted on a number of exchangeable share transactions including:

  • Advising Quanta Services, Inc. on its acquisition of Valard Construction.

  • Advising the Newfound Group on its reverse takeover of a Luxembourg AIM-listed company.

  • Advising the shareholders of Solar Roofing Systems Inc. on their sale to Open Energy.

Regularly writing on cross-border transactions, Gary also provides insights into the use of exchangeable shares.

Client Work

  • Quanta Services acquires Valard Construction in US$219 million transaction,
  • MIJO Corporation completes share acquisition of Adbeast,
  • Publicis Groupe completes share acquisition of In-Sync Consumer Insight ,
  • Alliance Grain Traders Income Fund acquires Pulse Depot,
  • Alliance Grain Traders Income Fund completes public offering for US$99.4 million,
  • Alliance Grain Traders Income Fund completes US$15 million private placement,
  • Alliance Grain Traders Income Fund completes US$104 million transformational acquisition and conversion from income trust to corporation,
  • Colwell Industries acquires colour-card operations from Communisis plc for £11.5 million,
  • Cookie Jar Group acquires CINAR for US$143.9 million ,

Career & Education


  • LLB University of Toronto
  • AB Princeton University

Community involvement

  • Audit Committee and Resources Committee - Sinai Health System
  • Board of Directors - Sinai Health System Foundation
  • Chair, Security Committee, CIJA Toronto
  • Chair, Security Committee, Holy Blossom Temple

Memberships & Affiliations

  • Member, Canadian Bar Association
  • Member, Ontario Bar Association
  • Member, Law Society of Upper Canada



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