TAXATION OF CORPORATE REORGANIZATION

Conference held in Toronto on January 17, 18 & 19, 2007
Chairs: Greg C. Boehmer, Ernst & Young L.P, Mark Brender, Olser, Hoskin & Harcourt LLP, Patrick J. Boyle, Fraser Miller Casgrain LLP, Brian M. Schneiderman, Borden Ladner Gervais LLP

CD-ROM: Ov. 12 hours of video presentations

To purchase, please contact Federated Press.

HOT TOPICS & FUNDAMENTALS

• Recent reorganization issues and/or transactions
• The latest financing developments
• Recent judicial decisions: how will they impact your bottom line?
• Anti-avoidance rules
• Restructure covenants
• Recent developments in cross border transactions
• International financing structures

"New provisions provide some relief in specific fact situations."

Video: 80 minutes • Overheads

Paid-up capital and internal reorganizations
William J. Bies, Fasken Martineau DuMoulin LLP

• Determining paid-up capital
• Determining cost
• Returning paid-up capital to shareholders
• Paid-up capital and acquisition strategies.
• Increasing paid-up capital
• Shifting paid-up capital
• Effect of amendments to the CBCA

"The starting point for determining your paid up capital for tax purposes is your stated capital for corporate purposes."

Video: 18 minutes • Overheads

Taxable preferred shares
Daniel R. MacIntosh, Osler, Hoskin & Harcourt LLP

• Share purchases and sales
• Divisive reorganizations
• Capital restructuring
• Issuer bids
• Preferred share financing

"People like to talk about taxation or simplification of taxation, but as soon as it's going to cost them money, they lost interest."

Video: 48 minutes • Overheads

Amalgamations and wind-ups: The 88(1)(D) bump
Stephen S. Ruby, Davies Ward Phillips & Vineberg LLP

• When are you entitled?
• What are the traps and pitfalls?
• What property is eligible?

"I think the term elusive is apt because you're never sure that you have captured the bump in a number of situations."

Video: 42 minutes • Overheads

CROSS-BORDER STRATEGIES

Structuring foreign affiliates
Penny Woolford, KPMG LLP

• Pending legislation
• The use of holding companies and financing affiliates
• Opportunities arising from Foreign Property Income (FAPI) rules and the implications of structuring foreign affiliates.
• The ins and outs of Canadian anti-deferral tax rules
• Issues influencing the choice of jurisdiction
• Capitalization of foreign affiliates.
• Recent tax treaty changes in Europe and the U.S. impacting the structure of Canadian foreign affiliates

"When we consider structure transactions, we consider our exit strategy and ways to unwind the structure, should foreign tax rules change."

Video: 45 minutes  • Overheads

Exchangeable share transactions
Dov B. Begun, Osler, Hoskin & Harcourt LLP

"Exchangeable shares may continue to remain a powerful tool in the arsenal of the well advised business advisor in Canada."

Video: 32 minutes

Reorganization of foreign affiliates
Angelo Nikolakakis, Couzin Taylor LLP/ Ernst & Young L.P

• Canadian reorganziations with foreign affiliate implications.
• Foreign affiliate mergers.
• Foreign affiliate liquidations.
• Foreign affiliate share exchanges.
• Pre- and post-acquisition reorganizations
• Recent legislative developments
• Department of Finance comfort letters

"It’s one thing where a tax payer goes out and buys an FA share, which has a bunch of tax attributes, and tries to incorporate that into its group; but it's another if the attributes are real and belong to the tax payer and the tax payer has paid for them."

Video: 50 minutes • Overheads

Recent developments in the taxations of dividends
Barbara J. Worndl, Aird & Berlis LLP

• Summary of recent activity.
• How to utilize dividends effectively to minimize taxes
• Learn about new structures: their benefits and differences
• Dealing with foreign assets and foreign investors
• Tax advantages and risks

"Income trusts have become the flavor of the years over the past few years because they're designed to avoid corporate tax and have very effectively done so."

Video: 33 minutes • Overheads

Reorganizations of mutual fund trusts
Kenneth Snider, Blake, Cassels & Graydon LLP

• Types of reorganizations and mutual fund trusts.
• Tax free mergers of mutual fund trusts
• Terminating mutual fund trusts.
• Acquisitions of mutual fund trusts
• Conversions of corporations into mutual fund trusts

"I think that it suffices to say the we're really in a new era when it comes to M&A involving income trust."

Video: 41 minutes • Overheads

ACQUISITIONS STRATEGIES

Panel: The latest tax-avoidance developments relating to reorganization
Patrick J. Boyle, Fraser Miller Casgrain LLP, John R. Owen, Bennett Jones LLP, Francesco Gucciardo, Borden Ladner Gervais LLP

• The state of the GAAR one year after Canada Trustco and Kaulius: what have we learned about the text, content, and purpose?
• Is there a pattern in the post SCC Tax Court judgements?
• GAAR and treaty shopping- the MIL case
• Recent developments relating to the objections and appeal process
• Maintaining solicitor-client privilege.
• Making sense of the current assessment practices of the CRA
• The GAAR committee: structure, process and statistics
• U.S. developments:
• FAS 109 proposals for reporting tax positions
• IRS Circular 230 Regulations affecting opinions, penalties & disclaimers

"Going forward, caveat emptor."

Video: 56 minutes • Overheads

Takeovers and tax issues
Alan M. Schwartz, Q.C. and Mitchell Thaw, Fasken Martineau DuMoulin LLP

• Deferral of capital gains by the vendor
• Deductibility of costs of making/fighting a take-over bid
• Tax cost assets and structure for the bump
• Tax planning for foreign purchasers
• The relevance of capital gains reduction through safe income distribution
• Change of control implications
• Deductibility of interest and financial expenses of reorganization
• Employee issues including stock option arrangements

"In the context of competing bids, the tax structuring and the tax savings of the vendor and the purchaser can make the difference between winning and losing."

Video: 48 minutes • Overheads

Tax-effective financing of acquisitions
Richard Lewin, Heenan Blaikie LLP

• Tax consequences of financing with equity for both common and preferred shares
• Tax consequences for financing with debt
• Financing with a balance of price.
• Consolidating the purchaser with the target
• Thin capitalization and financing
• Financing products
• Capital tax issues
• Financing issues relating to income trusts

"For the moment, this kind of anomaly, these differences in tax treatments, provide a sort of interest in tax mechanisms and creating some funds."

Video: 37 minutes • Overheads

Utilization of tax losses and debt restructuring
Gerald D. Courage, Miller Thomson LLP

• Triggering accrued losses: the impact of the affiliated persons rules on tax-loss use within a corporate group.
• Techniques to use and preserve losses within an affiliated corporate group
• Tax treatment of losses upon acquisition of control
• The role of the CRA and the impact of their most recent rulings
• Impact of recent case law

"The whole game here is to find ways to have your least valuable tax attributes eroded by the debt forgiveness rules and ways to preserve more valuable tax assets."

Video: 46 minutes • Overheads • Paper 99 pgs

TOPICAL ISSUES IN CORPORATE REORGANIZATIONS

Divisive reorganizations: Subsections 55(2) and paragraphs 55(3)(A)
Mark Brender, Osler, Hoskin & Harcourt LLP

• Judicial and administrative developments affecting the computation of safe income.
• Divisive reorganizations and the paragraph 55 (3) (b)
• Recent technical amendments
• Canada Revenue Agency's administrative positions
• Practical difficulties in implementing a divisive reorganization.
• Restrictions on divisive reorganizations following mergers

"Revenue's sort of view of the future is like that of the flux machine in the movie series Back to the Future, it used to be a very pure sort of calculation and now basically, you can throw anything in and it'll constitute safe income."

Video: 57 minutes

Divisive reorganizations and "butterfly" transactions
Christopher J. Steeves, Fraser Milner Casgrain LLP

• Current status of the butterfly under paragraph 55(3)(b)
• Recent technical amendments
• Canada Revenue Agency's administrative positions
• Practical difficulties in implementing a divisive reorganization
• Restrictions on diverse reorganizations and following mergers

"This is an unbelievably complex and challenging area and makes my job today much more challenging."

Video: 35 minutes • Paper 61 pgs.

Pension obligations & reorganizations
Gregory J. Winfield, McCarthy Tétrault LLP

• Dealing with pensions plans in times of widespread funding deficiencies.
• Pension restructuring in CCAA: lessons form Algoma. Slater, Ivaco, and Air Canada
• Asset share and purchase or sale transactions from the vendor and purchaser's perspective-taking reasonable account of the Monsanto case
• Corporate amalgamations and whther or not to merge pension/benefits plans: effect of Transamerica case.
• Retiree pension and non-pension liabilities
• Challenges and special concerns for unionized workforces
• Change-of-control provisions in benefits programs

"What we're talking about in this session is an overview section of pension and benefit issues in corporate reorganization and recent developments."

Video: 41 minutes • Paper 89 pgs.

• Debt for debt
• Equity for debt
• Debt-forgiveness rule
• Debt parking rule
• Distress preferred shares

"Whether GAAR applies will be assessed based on facts and circumstances in context of ruling application."

Video: 33 minutes • Overheads