Taxation of Corporate
Reorganizations
Conference held in Toronto on June 21, 22 & 23, 2000
Chairs: Ronald K. Durand, Stikeman Elliott; Kathleen S.M. Hanly, Fasken
Martineau DuMoulin LLP; Alain Ranger, Fasken Martineau DuMoulin LLP; and
Eric A. Ostfield, Ernst & Young LLP
Book: over 820 pages of original material
CD-ROM: approximately 12 hours of video presentations, plus book content
To purchase, please
contact
Federated Press.
The burning issues
PANEL Taxation of corporate reorganizations: current issues and
forward trends
Ronald K. Durand, Stikeman Elliott (Panel Chair); Firoz Ahmed,
Osler, Hoskin & Harcourt LLP; Edward A. Heakes, Macleod Dixon; and Ronald S.
Wilson, Davies, Ward & Beck
- Recent judicial decisions on income splitting
- Application of the public company butterfly rules
- Substituted property rules under the 88(1)(d) bump
- Income trust and other commercial trust mergers
- Merging a REIT with a regular corporation
- Canadian tax treatment of LLCs
Video: 43 minutes Overheads
Takeovers and tax issues
Jerald M. Wortsman, McCarthy Tιtrault
- Basic conditions for application under section 85.1
- Tax planning issues and opportunities in takeovers
- The choice of consideration in a takeover
- Tax planning for the selling shareholders
- Tax planning for the purchaser
- Non-resident purchaser considerations
Video: 41 minutes Speaker's paper: 14,015 words
Divisive reorganizations or "butterfly" transactions
Brian R. Carr, Fraser Milner Casgrain
- Development/characteristics of the butterfly transaction
- Abuses of the butterfly transaction
- Distribution of property considerations in butterflies
- Consolidated look-through approach
- Revenue Canada's administrative position
- Property becoming property rule
Video: 43 minutes Speaker's paper: 12,222 words
Debt restructuring
George C. Vandebeek, BDO Dunwoody LLP
- Application and avoidance of debt forgiveness rules
- Debt parking: structure and tax consequences
- Implications of a non-resident acquiring debt at a discount
- Foreclosure issues: tax consequences to creditor/debtor
- Participating loans and deductibility of interest
- Penalties, bonuses and rate reductions
Video: 26 minutes Speaker's paper: 6435 words
Cross-border
affairs
Amalgamations and windups reorganization of capital
Stephen S. Ruby, Fasken Martineau DuMoulin LLP
- Application of amalgamation/winding-up bumps
- Prohibited property and prohibited persons rules
- Substituted and specified property definitions
- Safe income crystallization examples
- Safe income crystallization analysis
- Substituted property under subsection 248(5)
Video: 38 minutes Overheads
Emigration and immigration
Judith E. Harris, Osler, Hoskin & Harcourt LLP
- Branch vs. subsidiary considerations
- Thin capitalization rules: proposed changes
- Branch to subsidiary conversion
- Gaining relief from the branch tax rules
- Corporate immigration/emigration tax issues
- Cross-border mergers: Canadian/U.S. tax considerations
Video: 25 minutes Speaker's paper: 9437 words
The impact of U.S. state laws on corporate reorganizations
Michel P. Cassier, Hodgson, Russ, Andrews, Woods & Goodyear,
LLP
- State and local tax burdens and limitations
- Nexus threshold and case law: physical presence issues
- Tax planning options at the sub-national level
- Requirements for immunity from state income tax
- State taxable income vs. federal taxable income
- State sales and use tax rules
Video: 46 minutes
Cross-border issues Canadian companies doing business in the
U.S.
Ray Kinoshita, PricewaterhouseCoopers LLP
- Branch vs. subsidiary issues
- Merits of taxable vs. non-taxable U.S. acquisitions
- U.S. reorganization provisions
- Asset and stock acquisition strategies
- Ownership change provisions
Video: 53 minutes
Reorganization of foreign affiliates
Angelo Nikolakakis, Stikeman Elliott
- Foreign affiliate mergers and share exchanges
- How the foreign affiliate rules work and not work
- Foreign affiliate liquidations and top-tier reorganizations
- Divisive and lower-tier reorganizations
- Pre- and post-acquisition reorganizations
- Triangular mergers with a foreign company
Video: 42 minutes
Acquisition
strategies
PANEL: The latest tax avoidance rules relating to reorganizations
Terrance A. Sweeney, Borden Ladner Gervais LLP; Gloria Geddes,
Smith Lyons; John R. Owen, Thorsteinssons; and John Unger, Torys (Panel
Chair)
- General anti-avoidance rule and case law
- Anti-surplus stripping rules
- General anti-avoidance rule exemption
- Current thin capitalization rules
- 2000 Federal Budget proposals
- Purchase bump and sell transactions
Video: 45 minutes Speaker's paper: 5077 words Overheads
Common commodity tax issues in corporate reorganizations
Robert G. Kreklewetz, Millar Wyslobicky Kreklewetz
- GST/PST application in share/asset transactions
- Import tax credits in pure share transactions
- GST/PST issues on asset movements
- Commodity tax issues involved in share/debt transactions
- Ontario PST and related party transfers of assets
- GST treatment in amalgamations and windups
Video: 29 minutes Speaker's paper: 17,952 words
Tax-effective financing of acquisitions
Richard Lewin, Heenan Blaikie
- Tax consequences of financing with equity
- Tax consequences of financing with debt
- Consolidating the purchaser with the target
- Capital and large corporation tax issues
- Issues relating to non-residents
- Financing products and their tax consequences
Video: 50 minutes Speaker's paper: 11,462 words
Paid-up capital and internal reorganizations
Maureen Y. Berry, Goodman Phillips & Vineberg
- Determining paid-up capital
- Returning paid-up capital to shareholders
- Paid-up capital and acquisition strategies
- Increases to paid-up capital
- Reductions to paid-up capital
- Shifting paid-up capital
Video: 32 minutes Speaker's paper: 7825 words
Creative tax
planning
Pension obligations and reorganizations
Caroline L. Helbronner, Blake, Cassels & Graydon LLP
- Regulatory framework applying to pension plans
- Share purchase/sale transaction: pension obligations
- Amalgamation reorganizations: regulatory requirements
- Asset purchase/sale transaction: pension obligations
- Strategies in establishing a new pension plan
- Voluntary and compulsory windup provisions
- Windup and surplus provisions of Ontario's Pension Benefits Act
Video: 34 minutes Speaker's paper: 5656 words
Structuring foreign affiliates
Catherine A. MacNeill, Davies, Ward & Beck
- Global tax planning for multi-national enterprises
- International competition to attract global capital
- Canadian taxation of foreign operations
- Canadian rules for entity classification
- Holding company regimes and financing affiliates
- Tax havens and harmful tax competition issues
Video: 38 minutes Overheads
Virtual mergers and strategic alliances
Kenneth J. Snider, Ogilvy Renault
- Joint ventures/partnerships vs. virtual mergers
- The hybrid structure
- Income or dividend access schemes
- The stapled stock transaction
- Canadian/non-Canadian virtual merger transactions
- Miscellaneous tax considerations
Video: 38 minutes Speaker's paper: 5897 words
Utilization of tax losses
Gerald D. Courage, Miller Thomson LLP
- Triggering accrued losses the new stop-loss rules
- Depreciable and non-depreciable property rules
- Utilization of losses within a corporate group
- Treatment of tax losses on an acquisition of control
- Loss utilization techniques
- The new affiliated persons rules
Video: 41 minutes Speaker's paper: 21,577 words
Exchangeable share transactions
Heather I. Kerr, Ernst & Young LLP
- Mechanics of exchangeable share transactions
- Canadian tax consequences of exchangeable shares
- Features of exchange shares
- Ancillary agreements to achieve economic equivalence
- Identifying special shareholder groups
- Post-exchangeable share deal issues
Video: 41 minutes Speaker's paper: 12,115 words |