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Highlights
INCOME TRUSTS
The October 31, 2006 Income Trust Proposals and Innovative
Tier 1 Instruments
Chris Van Loan
On October 31, 2006, the Minister of
Finance proposed far-reaching changes to the way that certain publicly-traded
trusts and partnerships referred to as "specified investment flow-throughs"
("SIFTs") will be taxed (the "SIFT Proposals"). The Minister of Finance
considered the SIFT Proposals to be a
necessary response to the increased pace and size of conversions of corporations
into income trusts and limited partnerships. The purpose of the SIFT Proposals
was to "level the playing field" between certain flow-through entities and
Canadian corporations by subjecting the flow-through entities to a new tax akin
to income tax paid by corporations. The SIFT Proposals will generally apply to
income trusts and partnerships subject to the rules beginning in 2011 where the
trust or partnership was publicly traded in October 2006. Chris Van Loan
discusses these proposals and their impact.
ASSET PURCHASES
Asset Purchasers Beware – the Bulk Sales Act Is
Still in Force in Some Provinces
Michael Bluestein
The essence of bulk sales
legislation is that it allows the creditors of a vendor to unwind a sale out of
the ordinary course of business or seek payment from the purchaser if the
legislation is not strictly complied with. Michael Bluestein examines bulk sales
legislation, which was created as a creditor protection mechanism born in the
United States at the turn of the twentieth century. Shortly thereafter, bulk
sales legislation caught on and was enacted in every province. Most provinces
repealed their bulk sales legislation because they felt that creditors were
protected enough by insolvency legislation, fraudulent preference legislation,
and personal property security acts.
DISCLOSURE
Recent Developments in Executive Compensation and
Stock Options
Robert Black, Dolores Di Felice
Executive compensation has recently
been in the spotlight as a result of various new developments. Attention has
been focused on new requirements relating to executive compensation disclosure
which recently came into effect in the United States. In Canada, as indicated by
David Wilson, Chair of the Ontario Securities Commission, executive compensation
disclosure is an area the Canadian Securities Administrators is studying. In
addition, another area of executive compensation that has attracted a great deal
of recent scrutiny, as a result of the latest corporate scandals to hit the
U.S., is the granting and backdating of stock options. Robert Black and Dolores
Di Felice discuss some of the new U.S. requirements relating to executive
compensation disclosure and their potential impact on Canadian issuers.
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Board
Jeffrey G. MacIntosh
Editor-in-Chief
Faculty of Law, University of Toronto
David M. Armstrong
Goodman and Carr LLP
Robert R. Cranston
Lang Michener LLP
Graham P.C. Gow
McCarthy Tétrault LLP
Martin Elliot Kovnats
Aird & Berlis LLP
C. Ian Kyer
Fasken Martineau DuMoulin LLP
Alison R. Manzer
Cassels Brock & Blackwell LLP
Neill May
Goodmans LLP
Michael Partridge
Goodmans LLP
Connie Sugiyama
Gowling Lafleur Henderson LLP
Philippe Tardif
Borden Ladner Garvais LLP
Chris Van Loan
Blake, Cassels & Graydon LLP
Ava G. Yaskiel
Ogilvy Renault LLP |