19th Taxation of Corporate Reorganization


Date: January 20, 21 & 22, 2015
Location: Toronto
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Highlights

Hear the latest developments affecting the taxation of mergers, takeovers, amalgamations and asset acquisitions

Explore the latest developments and tax planning strategies for the 88(1)(d) bump on an amalgamation or wind-up

Uncover strategies involving paid-up capital in the context of internal reorganizations

Review developments in Canadian and U.S. cross-border tax rules

Examine the latest developments affecting the reorganization and taxation of foreign affiliates

Get best practices for structuring a Canadian exchangeable share transaction

Study the most current issues in tax avoidance and developments in GAAR

Review share and asset acquisition tax attributes and the options available to minimize taxes

Explore legislative changes, case law and changes in the CRA’s position regarding tax-loss use

Why Attend?

Change is about the only constant in the field of taxation of corporate reorganization—changing rules, legislation and interpretations make this area of taxation a moving target that can be difficult to pin down.


In addition, advice seems to come at you from a myriad of different sources making it is easy to get lost in the resulting avalanche of information.


That’s why each year, Federated Press’ Taxation of Corporate Reorganization Conference gathers some of Canada's leading tax practitioners at one time and place to discuss the most recent developments and technical amendments affecting the taxation of mergers, takeovers, amalgamations and other restructurings.


Join Canada’s leading tax practitioners and get cutting-edge insight into the latest tax planning opportunities, including:

· The latest developments and tax planning strategies for the 88(1)(d) bump on an amalgamation or wind-up of a wholly owned subsidiary

· Strategies involving paid-up capital in the context of internal reorganizations

· Developments in Canadian and U.S. cross-border tax rules

· Latest developments affecting the reorganization and taxation of foreign affiliates

· Best practices for structuring a Canadian exchangeable share transaction

· The heightened importance of corporate reorganization and debt restructuring

· The most current issues in tax avoidance and developments in the general anti-avoidance rules

· New developments affecting takeovers, with particular focus on the tax impact on acquisition of control issues

· Share and asset acquisition tax attributes and the options available to minimize taxes

· The application of subsection 55(2), the related party exception in paragraph 55(3)(a) and the "butterfly" exception in paragraph 55(3)(b)

· Legislative changes, case law and changes in the CRA’s position regarding tax-loss use

At this event, you will gain insight through the expertise of leading tax lawyers from top corporate taxation firms, including:


Borden Ladner Gervais LLP

Chapman and Cutler LLP

Couzin Taylor LLP/Ernst & Young L.P.

Davies Ward Phillips & Vineberg LLP

Davis LLP

Ernst & Young LLP

Fasken Martineau Dumoulin LLP

Fraser Milner Casgrain LLP

George Weston Limited

Goodmans LLP

Miller Thomson LLP

Moskowitz & Meredith LLP/KPMG LLP

Ontario Teachers’ Pension Plan Board

Osler Hoskin & Harcourt LLP

Stikeman Elliott LLP

TaxChambers LLP

Wildeboer Dellelce LLP


Register now by calling (416) 665-6868 or 1-800-363-0722.

P.S. Don’t miss our workshops on Update on Corporate Reorganizations: Review of Recent Transactions and Merging Companies: A Practical Checklist for Amalgamations and Wind-Ups.

Sessions

Session1
Hot Topics & Fundamentals
Eric C Xiao, Partner, Ernst & Young LLP
9:00-10:00
Panel: Taxation of Corporate Reorganizations - Current Issues and Future Trends

Mark Brender, Partner, Osler, Hoskin & Harcourt LLP

Firoz Ahmed, Partner, Osler, Hoskin & Harcourt LLP

Eric C Xiao, Partner, Ernst & Young LLP

This opening panel, comprised of leading Canadian tax experts, will address the latest issues and trends related to corporate reorganization, examining the most recent developments and technical amendments affecting the taxation of mergers, takeovers, amalgamations and other restructurings.

Recent reorganization issues and transactions: impact on tax planning techniques and strategies

The latest financing developments and tax consequences

Recent judicial decisions affecting corporate reorganizations

Developments pertaining to GAAR and specific anti-avoidance rules

Most recent technical amendments

10;00-10:45
Planning with Partnerships

Mitchell J. Sherman, Partner, Goodmans LLP

Adam Mendes, Manager, Taxation, Ontario Teachers’ Pension Plan Board

This presentation addresses the issues affecting the taxation and reorganization of partnerships.

General overview of partnerships, including the at-risk rules

Reorganization of partnerships including mergers and loss consolidation strategies

Reorganization to corporate form

The bump of a partnership interest and related limitations

General Limitations of the use of partnerships, including deferral and sale strategies

Creative tax planning ideas and recent case law involving partnerships

Recent amendments affecting partnerships

10:30-11:00 NETWORKING BREAK
11:00-11;45
The 88(1)(d) Bump: Amalgamations and Wind-Ups

Steve Suarez, Partner, Borden Ladner Gervais LLP

This presentation will review the most recent developments and tax planning strategies for the 88(1)(d) ITA “bump” on an amalgamation or a wind-up of a wholly-owned subsidiary, with particular emphasis on:

When and how to utilize the 88(1)(d) “bump"

Traps to be aware of

Most recent developments from Department of Finance and Canada Revenue Agency: technical amendments and selected CRA pronouncements

Use of the “bump” to reduce capital gains on the sale or transfer of eligible property

“Bump” denial rules and ineligible property rules

Recent Federal Budget measures

11:45-12:30
Paid-Up Capital and Internal Reorganizations

Stephen S. Ruby, Partner, Davies Ward Phillips & Vineberg LLP

Paid-up capital plays a significant role in determining the tax consequences of transactions completed between corporations and their shareholders. This presentation will examine the latest issues and strategies involving paid-up capital in the context of internal reorganizations.

Determining paid-up capital

Returning paid-up capital to shareholders

Paid-up capital and acquisition strategies

Increasing, reducing and shifting paid-up capital

The role paid up capital plays in share-for-share exchanges, trust unit-for-share exchanges and corporate reorganizations using sections 51, 86, 87, 88

Recent cases, transactions and strategies involving paid-up capital

12:30-1:30 Lunch
Session2
Cross-Border Strategies
1:30-2:30
Canada - U.S. Current Cross-Border Tax Update

Paul D. Carman, Partner, Chapman and Cutler LLP

Vitaly Timokhov, Partner, TaxChambers LLP

This presentation will examine developments in Canadian and U.S. cross-border tax rules as well as new proposals under review that will affect both inbound and outbound planning, and the implications for tax-efficient structuring and financing of an M&A and other reorganizations.

Recent legislative and administrative changes and the impact on cross-border investment between Canada and the U.S.

FATCA's application to M&A

U.S. limited liability companies and other fiscally transparent entities

Article IV(7) of the Canada-U.S. Treaty and its application to payments made by Canadian unlimited liability companies

Canadian GAAR: cross-border debt financing and restructuring

Article XXIXA (Limitation of Benefits) of the Canada-U.S. Treaty

Canadians investing in the U.S.: U.S. LLCs or partnerships?

REPOs and the Foreign Tax Credit Generator Rules

2:30-3:30
Structuring and Reorganizing Foreign Affiliates

Angelo Nikolakakis, Partner, Couzin Taylor LLP/Ernst & Young L.P

The Department of Finance recently released the final package of draft legislation related to the taxation of foreign affiliates. The package included revisions to the foreign affiliate reorganization & distribution rules originally proposed in a February 2004 release. It also included new proposals that have potentially significant tax planning implications. This discussion addresses latest developments affecting the reorganization and taxation of foreign affiliates.

Foreign affiliate rules and the potential implications on your business

Use of holding companies and financing affiliates

Opportunities arising from FAPI rules and the implications of structuring foreign affiliates

Foreign affiliate surplus rules and anti-deferral tax rules

Impact of new rules on foreign affiliate reorganizations

Foreign affiliate M&As under new proposed law

Canadian shareholder reorganization rules

Anti-avoidance rules with respect to foreign affiliate reorganizations

Hybrid, surplus and upstream loan rule

3:30-3:45 NETWORKING BREAK
3:45-4:20
Exchangeable Share Transactions

Jonathan W. Willson, Partner, Stikeman Elliott LLP

John O'Connor, Associate, Stikeman Elliott LLP

Exchangeable shares of a Canadian corporation have primarily been used to achieve tax deferrals in situations where there is an acquisition of a Canadian target corporation by a non-resident corporation and where the non-resident corporation wishes to pay for the acquisition by the issuance of its own shares. This session sets out the primary means of structuring a Canadian exchangeable share transaction and reviews the tax considerations and features of exchangeable shares.

Principal attributes of exchangeable shares

Typical exchangeable share structure

Basic mechanics of an exchangeable share transaction and Canadian tax implications

Tax issues that must be dealt with in an exchangeable share structure

Alternative uses for exchangeable shares

Future of exchangeable shares

4:20-5:00
Debt Structuring

Kathleen Hanly, Partner, Fasken Martineau DuMoulin LLP

Kevin Yip, Associate, Fasken Martineau DuMoulin LLP

This presentation will explore the importance of corporate reorganization and debt restructuring, the debt forgiveness rules and related issues.

Legislative framework for insolvency proceedings

Debt forgiveness rules

Debt-for-debt restructuring

Equity-for-debt restructuring

Debt parking rules

Acquisition of control planning

Non-resident creditors

Session3
Acquisition Strategies
Mark Brender, Partner, Osler, Hoskin & Harcourt LLP
9:00-10:30
Panel: The Latest Tax-Avoidance & GAAR Developments

Mark Brender, Partner, Osler, Hoskin & Harcourt LLP

Ian S. MacGregor, Partner, Osler, Hoskin & Harcourt LLP

Donald G.H. Bowman, Q.C., Counsel, Dentons Canada LLP

David Nathanson, Q.C., Partner, Davies LLP

This panel of leading tax experts will discuss the most current issues in tax avoidance and developments in the general anti avoidance rules, including:

Examination of the elements of the general anti-avoidance rule: have we achieved "consistency, predictability and fairness"?

Key current GAAR cases: what is currently working its way through the GAAR pipeline?

CRA’s position on abusive transactions

Review of recent non-GAAR tax avoidance cases

CRA's "Aggressive Tax Planning Division": what are they pursuing?

10:45-11:30
Takeovers and Tax Issues

David Fox, Partner, Fasken Martineau DuMoulin LLP

This presentation will look at new developments affecting takeovers, with particular focus on the tax impact on acquisition of control issues.

Overview of acquisition of control issues: corporate acquisition of control rules and related planning techniques

Tax due diligence process in the purchase & sale of a business

Tax planning for the seller: pre-selling planning and sale planning

Tax planning for the purchaser: pre-acquisition planning, acquisition planning and post-merger integration

Deferral of capital gains by the vendor

Tax cost of assets and structure for the bump

Deductibility of interest and financial expenses of reorganization: debt forgiveness issues

10:30-10:45 NETWORKING BREAK
11:30-12:15
Tax-Effective Financing of Acquisitions

Richard Lewin, Partner, Wildeboer Dellelce LLP

This presentation will discuss share and asset acquisition tax attributes and the options available to minimize taxes, including:

Tax consequences of financing with equity for both common and preferred shares

Tax consequences of financing with debt: participating debt instruments, paid-in-kind interest notes and compound debt instruments

Deductibility of financing and transaction costs: interest deductibility rules

Financing with a balance of price

Thin capitalization and financing

Capital tax issues

Financing issues relating to income trusts



12:15-1:15 Lunch
Session4
Topical Issues in Corporate Reorganization
Mark Brender, Partner, Osler, Hoskin & Harcourt LLP
1:15-2:30
Subsection 55(2) and Divisive Reorganizations

Mark Brender, Partner, Osler, Hoskin & Harcourt LLP

Brian Carr, Partner, Moskowitz & Meredith LLP/KPMG LLP

This extended session will examine the application of subsection 55(2), the related party exception in paragraph 55(3)(a) and the "butterfly" exception in paragraph 55(3)(b), including:

Subsection 55(2) overview

Recent judicial and administrative developments affecting the computation of safe income

CRA’s administrative positions and related jurisprudence: recent technical changes and CRA pronouncements

Divisive reorganizations: introduction to 55(3)(a) triggering events

55(3)(b), type of property, spins and splits

Safe income crystallization: safe income determination time; planning techniques to maximize and access safe income

Advanced divisive reorganizations & 55(3)(a) Related Party Divisive Reorganizations: private & public contexts; trips & traps

Advanced divisive reorganizations & 55(3)(b) Spin-Offs/Split-Ups

3:00-3:45
Use of Tax Losses

James A. Hutchinson, Partner, Miller Thomson LLP

Accrued and realized tax losses constitute an important asset of a corporation that, if properly harnessed, can be extremely valuable. This presentation examines legislative changes, case law and changes in the CRA’s position regarding tax-loss use.

Loss utilization within an affiliated group: techniques to use and preserve losses within an affiliated corporate group

Loss utilization between arm’s length parties

Triggering accrued losses: the impact of the affiliated persons rules on tax-loss use within a corporate group

Tax treatment of losses upon acquisition of control

Role of the CRA and the impact of its most recent rulings

Impact of recent case law

2:30-3:00 NETWORKING BREAK
3:45-4:30
Taxable Preferred Shares

Peter Effer, VP, Taxation, George Weston Limited

The income tax treatment of preferred shares is complicated, so careful planning is required to avoid adverse consequences. This presentation reviews the taxable preferred share rules and also the term preferred and guaranteed share rules, and describes their application to corporate reorganizations and other corporate transactions.

Share purchases and sales

Divisive reorganizations

Capital restructuring

Issuer bids

Preferred share financing



Workshops

Optional workshops:
9:00-Noon
Update on Corporate Reorganizations: Review of Recent Transactions

Mark Brender, Partner, Osler, Hoskin & Harcourt LLP

Richard Lewin, Partner, Wildeboer Dellelce LLP

This intensive workshop will incorporate many of the concepts analyzed in the conference sessions by providing an in-depth review of several recent transactions involving corporate reorganizations. Both public and private companies will be highlighted in this interactive session. Topics will include:

In-depth review of recent CRA rulings

Review of reorganization techniques and issues

Paid-up capital and internal reorganizations

Considerations for public and private exchangeable share transactions

Issues affecting the reorganization of mutual fund trusts

Practical strategies and tax planning opportunities

" Mark Brender's practice focuses on domestic and international income tax issues, including international tax planning, cross-border and domestic mergers and acquisitions, corporate reorganizations, spin-offs, financings and tax dispute resolution. Mark is a dedicated editor, writer, lecturer and speaker on tax matters, covering diverse topics such as the tax aspects of mergers and acquisitions, corporate reorganizations and estate planning. Richard Lewin earned a B.A. from the University of British Columbia in 1970 and an LLB from Osgoode Hall Law School in 1973. He was called to the Ontario Bar in 1975. Mr. Lewin has been a member of the Quebec Order of Chartered Accountants since 1978 and a tax partner at Heenan Blaikie LLP since 1983. He is a frequent speaker and writer for the Canadian Tax Foundation and professional conference organizations, recently on such topics as interest deductibility, taxation of corporate acquisitions structures, tax effective financing of acquisitions, taxation of intellectual property of foreign affiliates and income trusts. Mr. Lewin is the Canadian editor for Butterworth European Tax and Investment Service. "
1:30-4:00
Merging Companies: A Practical Checklist For Effective Amalgamations And Wind-Ups

Fred Purkey, Partner, Davies, Ward Phillips & Vineberg LLP

Mergers are used as a tool for corporate consolidations, reorganizations and acquisitions. The essential tax objectives of most mergers are to ensure that there are no adverse tax consequences to the corporations being merged or their shareholders and to ensure continuity, efficiency and flexibility. What are the practical tax considerations when determining whether to undertake a merger by wind-up as opposed to amalgamation? This practical hands-on workshop will explore the key issues regarding wind-ups and amalgamations from a Canadian income tax perspective.

Comparative overview of the tax and legal effects of a wind-up and amalgamation

Tax considerations when deciding between an amalgamation or a wind-up

Tax planning opportunities and traps of amalgamations and wind-ups

Tax-free and taxable dispositions of assets or stock

" Fred Purkey is a Partner in the Montreal office of Davies Ward Phillips & Vineberg LLP practising in the area of taxation. Fred advises clients, both individual and corporate, on the income tax aspects of corporate reorganizations, personal and business trusts, owner-managed businesses, and cross-border and international transactions, including mergers and acquisitions, financing, employee compensation arrangements and personal tax planning. Fred has been published in Tax Topics, Quebec Tax Reporter, Preparing Your Income Tax Returns, and Preparing Your Corporate Returns (all published by CCH). Fred has also been published in Corporate Structures and Groups and Resource Sector Taxation (both published by Federated Press). He was a Lecturer in "Taxation" at the McGill University law school and has also taught "Taxation of Real Estate" at McGill. "

Participants

At this event, you will gain insight through the expertise of leading tax lawyers from top corporate taxation firms, including:


Borden Ladner Gervais LLP

Chapman and Cutler LLP

Couzin Taylor LLP/Ernst & Young L.P.

Davies Ward Phillips & Vineberg LLP

Davis LLP

Ernst & Young LLP

Fasken Martineau Dumoulin LLP

Fraser Milner Casgrain LLP

George Weston Limited

Goodmans LLP

Miller Thomson LLP

Moskowitz & Meredith LLP/KPMG LLP

Ontario Teachers’ Pension Plan Board

Osler Hoskin & Harcourt LLP

Stikeman Elliott LLP

TaxChambers LLP

Wildeboer Dellelce LLP


Who should attend

Tax Executives, Tax Accountants & Tax Lawyers who want to expand their knowledge in this area or who need a refresher to keep up to date with recent developments in order to best serve client needs

Price

Price list:-

  • Conference and 2 workshops: $2995
  • Conference and 1 workshop: $2520
  • Conference, 1 workshop and Proceedings: $2695
  • Conference, 2 workshop and Proceedings: $3170
  • Webcast only: $1575
  • Webcast and Proceedings: $1874
  • Conference and Proceedings: $2150
  • Conference: $1975
  • Proceedings Only : $599
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Additional Information

Other information
REGISTRATION:
To reserve your place, call Federated Press toll-free at 1-800-363-0722. In Toronto, call (416) 665-6868 or fax to (416) 665-7733. Then mail your payment along with the registration form. Places are limited. Your reservation will be confirmed before the event.
LOCATION:
Courtyard by Marriott Downtown Toronto, 475 Yonge Street, Toronto, ON, M4Y 1X7, (800) 847-5075
CONDITIONS:
Registration covers attendance for one person, the supplementary course material as described in this document, lunch, morning coffee and refreshments during breaks are provided for registered duration. The proceedings of the event will be captured on audio or video. Multimedia proceedings with all slides and handouts can be purchased separately on a CD-ROM which will also include the event material.
This event is being webcast. A camera will capture the person making the presentation. A camera may also capture the registration desk. The public webcast only includes the presentation. By registering, you agree to waive any recourse against Federated Press as a consequence of the webcast of your presence at the event. Please enquire with onsite hosts if you wish to ensure that your seat is outside the scope of the webcast.
Workshops are not covered in webcast.
TIME:
Registration begins at 8:00 a.m. The morning sessions start promptly at 9:00.
CANCELLATION:
Please note that non-attendance at the event does not entitle the registrant to a refund. In the event that a registrant becomes unable to attend following the deadline for cancellation, a substitute attendee may be delegated. Please notify Federated Press of any changes as soon as possible. Federated Press assumes no liability for changes in program content or speakers. A full refund of the attendance fee will be provided upon cancellation in writing received 13 days prior to event date. No refunds will be issued after this date. Please note that a 15% service charge will be held in case of a cancellation.
DISCOUNT:
Federated Press has special team discounts. Groups of 3 or more from the same organization receive 15%. For larger groups please call Sandra Frattolillo at 1-800-363-0722, ext. 223 to get more information.
PAYMENT:
Payment must be received seven days prior to the event date.