Tax Planning for Corporate Reorganization
Conference held in Toronto on February 24,
1998
Chair: K. A. Siobhan Monaghan, Davies, Ward & Beck
Book: over 470 pages of original articles
CD-ROM: over five hours of audio/video plus book content
To purchase, please contact Federated Press.
Paid-up capital and corporate share structure
Stephen S. Ruby, Fasken Campbell Godfrey
- Tax definition of paid-up capital (PUC)
- Determining the PUC of a class of shares
- Overview of PUC adjustments
- Reorganizations involving changes to PUC
- Advantages of reducing stated capital
- Shifting PUC from one class to another
- Appropriateness of shifting PUC on an amalgamation
Audio: 36:12 minutes • Speaker’s paper: 12,477 words
Utilization of tax losses
Gerald D. Courage, Miller Thomson
- Proposed major changes in the stop-loss rules
- Impact of new "affiliated person" rules
- Changes in treatment of depreciable property
- Loss utilization within an affiliated corporate group
- Treatment of tax losses on an acquisition
- Loss utilization opportunities with amalgamations and wind-ups
- Rollover of appreciated assets to loss corporation
Audio: 30:22 minutes • Speaker’s paper: 17,621 words
Tax avoidance rules relating to reorganizations
Susan M. Manwaring, Miller Thomson
- Anti-avoidance in cross-border reorganizations
- Transfer pricing issues of concern
- Corporate reorganization transaction case law
- Current status of butterfly transactions
- Identifying when anti-avoidance rules apply
- The ‘business purpose test’ jurisprudence
- Treatment of tax losses on an acquisition
Audio: 26:43 minutes • Speaker’s paper: 745 words
Cross-border issues — Canadian companies doing
business in the United States
Carlo Bertucci, Price Waterhouse
- Techniques for establishing business operations in the U.S.
- U.S. federal tax implications
- Conducting business through a U.S. branch
- Operations through a U.S. subsidiary
- Alternative methods of acquiring a U.S. corporation
- Qualifying for a section 338(h)(10) election
- Acquisitive tax-free reorganizations
Audio: 30:21 minutes • Speaker’s paper: 8194 words
Cross-border issues — U.S. companies doing
business in Canada
Judith E. Harris, Tory Tory DesLauriers &
Binnington
- Canadian tax considerations for U.S. corporations
- Conducting business through a Canadian branch
- Establishing a Canadian subsidiary
- Application of Canadian branch tax
- The effect of converting a branch to a subsidiary
- Corporate immigration: moving a U.S. corporation to Canada
- Cross border mergers: Canadian tax considerations
Audio: 30:48 minutes • Speaker’s paper: 8892 words
Pension and retirement savings aspects of
reorganizations
Caroline L. Helbronner, Blake, Cassels & Graydon
- Pension plan considerations during corporate reorganizations
- Pension strategies for amalgamations, asset and shares purchases
- The effect that liquidation has on pension plans
- Types of plan wind-up
- Grounds for a wind-up order
- Procedure of pension plan wind-up
- Employer’s liability on wind-up
- Surplus considerations and other funding issues
Audio: 27:39 minutes • Speaker’s paper: 5567 words
Merger by way of amalgamation or partnership
Ronald M. Richler, Smith Lyons
- Achieving merger through partnership vs. amalgamation
- Assets eligible for a rollover upon merger
- Application of stop-loss and avoidance rules
- Use of a Nova Scotia unlimited liability company
- Transfer taxes and Canada Pension Plan issues
- Divorce and exit strategies
Audio: 23:57 minutes • Speaker’s paper: 11,483 words
Takeovers and tax issues
Eric A. Ostfield, Ernst & Young
- Tax planning for vendors in takeover situations
- Implications of mark to market rules
- Reasons for using exchangeable shares for acquisitions
- Acquisitions in the financial services industry
- Financing considerations for foreign investors
- Use of Canadian holding companies by foreign investors
- Tax treatment of non-resident owned investment corporations
- The emergence of income trusts as investment vehicles
Audio: 43:39 minutes • Speaker’s paper: 13,144 words
Debt restructuring
Elizabeth J. Johnson, Fasken Campbell Godfrey
- Overview of debt forgiveness rules
- Conversion of debt into equity restructuring
- Debt rescheduling and debt-for-debt exchanges
- Application of debt parking rules
- Conversion of debt into equity
- Tax treatment of restructuring expenses
- Interest rate buydowns upon restructuring
- Revenue Canada’s administrative positions
Audio: 29:42 minutes • Speaker’s paper: 9478 words
Corporate division
Kathleen S.M. Hanly, McMillan Binch
- Reasons for an internal divisive reorganization (IDR)
- Corporate steps for IDRs
- Transfer of subsidiary, business division or tax attributes
- ‘Series of transaction’ jurisprudence
- Interpretation of relevant legislation
- Case study: foreign merger followed by IDR
- Foreign tax considerations of IDRs
Audio: 18:52 minutes • Speaker’s paper: 7927 word
