Our Team

John J. Tobin

Partner

	Direct: 416.865.7999 Office: Toronto Fax: 416.865.7380 Email: jtobin@torys.com

	John is repeatedly recognized as a leading tax and structured finance lawyer in Canada.

Practice

John Tobin is a partner in the firm’s Tax Department. His practice focuses on tax and structured finance, and his experience includes representation of international and domestic businesses, banks, financial institutions, mutual funds and government agencies in domestic and cross-border transactions, financial products, lending and securitizations, income funds, managed asset structures, leasing and investments, infrastructure and public private partnerships. John also represents multinational and Canadian businesses in corporate transactions, including mergers and acquisitions, transfer pricing, climate change, auto and equipment leasing, alternative energy (including wind, solar and hydro) tax planning and structuring. John has extensive experience in the areas of federal and provincial income tax, tax controversy, withholding tax, sales and use tax, and goods and services tax.

Recognitions

Lexpert/Thomson Canada’s Canadian Legal Lexpert Directory 2011—Consistently recommended practitioner in asset equipment finance/leasing

Woodward White’s Best Lawyers in Canada 2009, 2010, 2011 and 2012—Leading lawyer in equipment finance and structured finance

Lexpert/Thomson Canada’s Canadian Legal Lexpert Directory 2010—Consistently recommended practitioner in asset equipment finance/leasing; repeatedly recommended in derivative instruments

Lexpert/Thomson Canada’s Canadian Legal Lexpert Directory 2008—Consistently recommended practitioner in asset equipment finance/leasing

Euromoney Institutional Investor PLC’s IFLR 1000, Guide to the World’s Leading Financial Law Firms 2007—Leading lawyer in capital markets

Euromoney Legal Media Group’s Guide to the World's Leading Structured Finance and Securitization Lawyers 2007—Leading lawyer in Canada

Silrun Information Services’ Canadian Legal Lexpert Directory 2002—One of Canada’s top 40 lawyers under 40

Transactions

John has recently advised

A Canadian multi-national in documenting its transfer pricing worldwide for goods
Several Canadian multi-nationals in transfer pricing audits with CRA, including services and financial services
A Canadian multi-national in an advance pricing agreement for international financial services
Brookfield Renewable Power in the strategic combination of the Brookfield Renewable Power Fund and the formation and listing of Brookfield Renewable Energy Partners and Brookfield Renewable Energy Partners operates one of the largest publicly-traded, pure-play renewable power platforms globally. Its primarily hydroelectric portfolio includes 170 hydropower facilities and 5 wind farms, and totals approximately 4,800 MW of installed capacity including projects under construction
Hertz Corporation and Hertz Equipment Rental Corporation in a refinancing of their existing senior secured credit facility under a new $1.8 billion asset-based revolving credit facility
Windsor Essex Mobility Group GP (comprised of ACS Infrastructure Canada, Acciona Concessions Canada and Flour Canada) in the structuring of a fixed close of financing for Windsor Essex Parkway with an approximate contract price of C$2 billion
Ally Credit Canada (formerly GMAC Canada) in the securitization of pools of retail auto loans and retail auto leases
RES Canada

on its joint venture with Enbridge to construct and own a 99 MW wind energy project on the northern shore of Lake Superior
on its joint venture with Enbridge to construct and own a 99 MW wind energy project near Chatham, Ontario

Brookfield Renewable Power Fund on an issuance of C$250 million Class A Preference Shares, Series 1 by Brookfield Renewable Power Preferred Equity
Brookfield Renewable Power Fund on a sale of C$120 million wind assets to Great Lakes Hydro Income Fund and issuance of C$65 million of units of Great Lakes Hydro Income Fund
Toronto City Summit Alliance in the development and implementation of a carbon credit fund
mutual fund managers in disputes with the Canada Revenue Agency involving GST on management fee rebates and deferred sales commissions
mutual fund managers on (i) design of return of capital corporate mutual funds, (ii) currency hedging products and funds, (iii) compliance with offshore investment rules, (iv) traditional forward contracts, prepaid forwards and principal protected notes, and (v) general fund issues
foreign owned Canadian bank in transfer pricing dispute with the Canada Revenue Agency
Gerdau Ameristeel

in its $1.5 billion offering of common shares
in its US$4.22 billion acquisition of Chaparral Steel
in its US$750 million cross-border asset-based loan (ABL) facility
in its US$350 million U.S. and Canadian asset-backed loan facility, and providing tax advice on its US$400 million U.S. private placement of senior notes

Senior Lending Group in Greenfield and Ethanol's $405 million senior secured credit facility
Greenfield Energy Centre on its C$650 million project financing
Brookfield Power Wind Prince LP in its financing of Prince I and Prince II Wind Farms
two Canadian pension funds on their successful joint investment proposal with a U.K. co-investor for two natural-gas pipelines in south England and Scotland
leasing subsidiaries of Bank of America, Bank One and Mellon Bank in their refinancing of their leveraged leases to Dow Canada and in a Rule 144A offering of US$560 million pass-through certificates representing interests in notes issued by such subsidiaries supported by a Dow Canada lease
a U.S. leasing company in its US$260 million cross-border leveraged lease of equipment
the underwriter of Gloucester Trust for tax advice on several securitizations of credit card receivables originated by MBNA
Canadian and U.S. investment banks in structuring various cross-border derivatives and fund participation structures

Selected Publications and Presentations

"Backdating"
Chairman of Ontario Bar Association Ethics Seminar and presented on "Backdating" | December 2010

Attitude Against Tax Collectors Shows No Class
OBA Taxation Law Section News, vol. 22, no. 1 | November 2011

Structured Finance and Securitisation in Canada
PLC Cross-border Structured Finance and Securitisation Handbook | 2011

Tax Issues Arising from Climate Change and Sustainability Initiatives
Federated Press - Understanding Natural Resources Taxation Course | May 31, 2011

Transfer Pricing Audits & Dispute Resolution
Federated Press - Understanding Canada-US Taxation Course | May 26, 2011

How to Deal with Borrower’s Tax Problems
Insight Advanced Asset Based Lending Forum | May 10, 2011

Parent Guarantees: What is all the Fuss About?
Author, CCH | January 2011
Article commenting on the GE Capital court case

Obtaining the Most Favorable Tax Treatment for Structured Products and Derivatives
Canadian Institute, 6th Annual Advanced Forum on Derivatives, Toronto | January 26, 2011

The Law of Climate Change in Canada
Co-author, Canada Law Book (approx. 1200 pages) | 2010

Treaty, Tips & Traps (Arising after the 5th Protocol)
OBA Taxation Law, Cross Border and International Tax Session | December 2, 2010

Introduction to Transfer Pricing
Federated Press, 6th Basics of International Tax and Transfer Pricing Course, Toronto | November 16, 2010

Introduction to Transfer Pricing
Torys Seminar featuring Jennifer Shulman of NERA, Toronto | October 12, 2010

Canadian Withholding Tax and US LLCs: What to Withhold
| October 2, 2010

Canadian Court Overturns Decision on International Pharmaceutical Transfer Pricing Case
Taxnet Pro | August 2010

Just Sore Losers or a Tax Grab? Announcement Regarding GST and Financial Services
Co-author, Taxnet Pro | March 2010

When One Taxpayer Wins, We All Lose: GST/HST on Asset Management Services
Tax Bulletin | March 8, 2010
Also published on Taxnet Pro and BNA International

Income Tax Analysis of Default Derivatives
Course leader, Federated Press 5th Taxation of Financial Products and Derivatives, Toronto | September 2008, January 2008 and October 2002

Regulation and Retailization of Hedge Funds in Canada
Panelist, World Alternative Investment Summit Canada 2008, Niagara Falls | September 8-10, 2008

Recent Developments in Asset Equipment Finance and Leasing
Reprinted with permission from the 2008 Canadian Legal Lexpert Directory | June 2008

Structuring the Deal
Osgoode Professional Development CLE—M&A Skills Boot Camp, Toronto | March 31, 2008

Course Leader for Advocacy Workshop
Presenter, Department of Justice—Tax Litigation Division, Toronto | November 2007

Asset/Equipment Leasing and Financing
The 2007/2008 Lexpert CCCA/ACCJE Corporate Counsel Directory and Yearbook | October 25, 2007

Recent Developments of Importance: Asset Equipment Finance/Leasing
Co-author, Lexpert/Thomson Canada's Canadian Legal Lexpert Directory 2007. Previously published in Lexpert/Thomson Canada's Canadian Legal Lexpert Directory 2006. Awarded Mondaq.com's Most Popular Article in Canada in July 2007. | July 2007

The Taxing Question of Shares vs. Assets
Buying and Selling a Business, Law Society of Upper Canada, CLE Program, Toronto | February 28, 2007

Takeover Bids for Income Funds and IDS Transactions
Co-chair, Infonex Cross-Border Taxation Conference, Toronto | October 24-25, 2006

Takeover Bids for Income Funds and IDS Transactions
Co-chair, Insight Corporate Taxation Forum, Toronto | October 3-4, 2006

Securitization: Not What, When?
Insight's Third Annual Project Financing and Direct Lending Forum, Toronto | May 25, 2005

Recent Developments in Off-Balance Sheet Financing
Co-chair, with Brad Purkis of TD Securities, Insight Off-Balance Sheet Financing Conference | December 6-7, 2004

Recent Developments in Asset/Equipment Finance and Leasing
Co-author with Andrea Shreeram, Lexpert CCCA/ACCJE Corporate Counsel Directory and Yearbook 2004 | March 2004

Tax Exempt Financing in 2004
Co-author with Shiyamala Devan, Insight's Second Annual Conference on Project Financing, Toronto | January 22-23, 2004

Canada-U.S. Cross-Border Securitization
Co-author with Michael Feldman and Jim Hong, Global Securitization Review | 2003/2004

Implementing Tax-Efficient Financing Structures in Your Organization
Infonex Tenth Annual Taxation of Financial Structures, Products and Transactions | October 27, 2003

Corporate Finance Applications of Off-Balance Sheet Transactions
Co-author with John Ciccarelli of BCE & Bell Canada, Insight Off-Balance Sheet Financing Conference | June 19, 2003

Structured Products and Financial Intermediation for Financial Transactions
Co-author with Guy Lancaster of Scotia Capital, Infonex Financial Institutions Tax Summit 2003 Conference | June 18, 2003

Pre-Conference Workshop: Taking a Securitization from Idea to Execution
Insight ABS 2003 Sixth Annual Asset Securitization Forum | June 1, 2003

Capital Tax: The Last Year in Review (including an analysis of tier-one capital structures)
Canadian Life and Health Insurance Association Conference, Tax Officers Section | May 15, 2003

The Private Company: Essential Advice, Essential Agreements, Financing Agreements
Co-author with Bruce Chapple of McMillan Binch LLP, OBA Institute 2003 Business and Taxation Conference | March 20, 2003

Current Challenges and Future Trends in Tax-Exempt Financing
Insight Project Financing Conference | January 29, 2003

Securitization and Structured Finance
Co-chair, Critical Tax Aspects of Key Business Agreements, Canadian Institute | December 4, 2002

Securitization: An In-Depth Examination
Co-presenter with Karen Higgins of Deloitte & Touche, Taxation of Financial Structures, Products and Transactions Seminar | October 28, 2002

The Challenges of the Federal Super-Priority
Canadian Financing and Lease Association Conference | September 2002

Canada-U.S. Tax Issues Conference
Co-chair, Atlas, Toronto | April 2002

Asset Finance in Canada
Co-author, Directions Executive Briefing, Financial Services Institute, vol. 9, no. 5 | November/December 2000

Directorships

President, Osgoode Hall Law School Alumni Association

Selected Media Highlights

July 12, 2011: The Law of Climate Change in Canada is awarded the Walter Owen Book Prize

May 17, 2011: Lexpert ranks 56 Torys lawyers among Canada's top legal experts

September 27, 2010: The arm's-length principle that should apply to transfer pricing is difficult to implement in practice, says John Tobin in Law Times

August 26, 2010: Best Lawyers names 52 of Torys’ practitioners as leading lawyers in Canada

August 13, 2009: Best Lawyers names 56 of Torys’ practitioners as leading lawyers in Canada

May 25, 2009: Lexpert names 39 of Torys' lawyers as leading experts in Canada

Memberships

Director, Canadian Finance and Leasing Association Board of Directors
President, Osgoode Hall Law School Alumni Association
Tax Committee, Canadian Finance and Leasing Association
Tax Committee, Investment Funds Institute of Canada
Canadian Tax Foundation
Canada Company (liaison group between Canadian business leaders and the Canadian Forces)

Practice Areas and Industry Groups

Automotive Corporate and Capital Markets Derivatives Equity Hospitality IPOs Leasing Privatizations Public-Private Partnerships Structured Finance and Securitization Tax

Bar Admissions

Ontario, 1989

Education

LLB, 1987
Osgoode Hall Law School, York University