Tax: M&A, Financings, Corporate Reorganizations and Restructurings

Overview

Increasingly, taxation plays an enhanced role in organizations as in-house tax professionals and outside counsel become more involved in both shaping and realizing the corporation’s strategic business objectives. This business-facing posture is particularly valuable in the area of mergers and acquisitions, corporate reorganizations and restructurings. 

Maximizing tax efficiency and minimizing potential tax risks are critical to the success of transactions that involve an acquisition, divestiture, financing, reorganization or restructuring. These are just some of the taxation-related issues that concern corporate leadership and in-house tax professionals throughout the negotiation and deal-structuring process. They must also fully understand the tax consequences of the transaction and consider the possibility of an assessment – especially in the current environment with heightened scrutiny from tax authorities.

Osler’s group of taxation experts act as a valued partner to businesses, offering their deep experience, unparalleled insight and industry-acknowledged expertise to ensure the organization’s concerns are addressed and objectives are met as effectively as possible. Working in collaboration with clients – and in conjunction with the rest of Osler’s multidisciplinary team– our tax lawyers are integral to the successful structuring and completion of transactions and focus on

  • developing innovative and tax efficient transaction structures, including the form of the transaction, the type of consideration, the identification of the tax objectives driving the economics of the deal and the most appropriate financing options
  • drafting and negotiating tax aspects of transaction agreements, and undertaking related due diligence
  • managing tax risks throughout the transaction and ensuring the deal does not create undue risk for the company or increase its existing risk profile
  • anticipating and handling scrutiny of the transaction by tax authorities and mitigating the potential consequences of that scrutiny (such as assessments/audits and possible additional payments, disputes and litigation)
  • keeping abreast of all relevant tax legislation, regulations and treaties to ensure compliance and minimize scrutiny from tax authorities

Osler has provided taxation advice on many of the most significant transactions undertaken by Canadian corporations, partnerships, trusts and other entities within and outside Canada, and by foreign corporations, and other entities within Canada.

 

Taxation

 

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  • Concordia International Corp.

    Osler advises the Secured Debtholder Committee of Concordia International Corp. in connection with US$3.7 billion recapitalization transaction

  • Husky Energy Inc.

    Husky Energy Inc. in its proposed acquisition of MEG Energy Corp. for $6.4 billion

  • Clear Finance Technology Corp.

    Clear Finance Technology Corp. in its US$70 million in Seed and Series A financing

  • Enercare Inc.

    An institutional partner of Brookfield in connection with Brookfield Infrastructure’s $4.3 billion acquisition of Enercare Inc.

  • Chefs Plate

    Chefs Plate in its acquisition by HelloFresh

  • Pattern Energy Group Inc.

    Pattern Energy Group Inc. in the proposed sale of its interest in the K2 Wind Project to a consortium of investors led by Axium Infrastructure

  • Venrock

    Venrock's US$15 million Series B investment in Dapper Labs

  • Growlabs.com Inc.

    Growlabs.com Inc. in its acquisition by AdRoll Group

  • goeasy Ltd.

    The underwriters in the $46.46 million bought deal offering of goeasy Ltd. common shares by way of a prospectus supplement filed on October 1, 2018

  • Hopper Inc.

    Hopper Inc. in its Series D Financing Round of US$100 million

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Chambers

  • Chambers Canada: Canada's Leading Business Lawyers, 2016-2019: Band 1, Tax.
    • "The depth of the team is unbelievable."
    • "Top operator in the market."
    • "I enjoy working with them - they bring a level of technical expertise that is extremely deep. We get tremendous insight."
    • "Osler is technically strong. They are also commercial and will take a view supported by reasoned and principled judgement in areas with no clear answer. I am very happy with their advice."
  • Chambers Global: The World's Leading Business Lawyers, 2003-2018: Band 1, Tax.
    • "They are a premier tax group."
    • "They bring credibility and objectivity in their advocacy."
  • Chambers Canada Awards, 2015, Osler wins Tax Team of the Year.

Lexpert

  • The Canadian Legal Lexpert Directory, 2010-2018: (Toronto, Ontario) Most Frequently Recommended, Corporate Tax.
  • The Canadian Legal Lexpert Directory, 2018: (Calgary, Alberta) Repeatedly Recommended, Corporate Tax.
  • The Canadian Legal Lexpert Directory, 2010-2018: (Montreal, Quebec) Consistently Recommended, Corporate Tax.  
  • The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada, 2018: Osler lawyers recognized as leaders in Tax.
  • Lexpert’s Guide to the Leading US/Canada Cross-border Lawyers in Canada, 2018: Osler lawyers recognized as leaders in Tax.

Legal 500

  • The Legal 500, 2015-2019: Tier 1, Tax Law.

Best Lawyers

  • The Best Lawyers in Canada, 2006-2019: Osler lawyers recommended in Tax.

International Tax Review

  • International Tax Review: Americas Tax Awards, 2018: Osler wins Canadian Tax Firm of the Year and Tax Court Firm of the Year at the ITR Amercias Tax Awards 2018.
  • International Tax Review, 2018: Tier 1, recognized as one of the Best Transactional Firms in Canada.
  • International Tax Review, World Tax Guide, 2019: Osler’s Tax practice group is ranked Tier 1 (Canada) and lawyers recognized as leaders in Tax.
  • International Tax Review, World Tax Guide, 2018: Osler’s Tax practice group is listed (USA) and lawyers recognized as leaders in Tax.
  • International Tax Review, World Transfer Pricing Guide, 2019: Osler’s Tax group is ranked Tier 1 and lawyers recognized as leaders in Transfer Pricing.
  • International Tax Review, Women in Tax Leaders (4th edition), 2018: Osler lawyers recognized as leaders in their practices.

Who’s Who Legal

  • Who’s Who Legal, 2006-2018: Osler lawyers recognized in the area of Corporate Tax.

Expert Guides

  • Expert Guides: The Legal Media Group Guides to the World’s Leading Lawyers, 2018: Osler lawyers recognized as leaders in Tax.

U.S. TAX REFORM
Canadian enterprises that are invested in the U.S. economy should be keeping a watchful eye on tax reform developments.

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BEPS ACTION PLAN
In an effort to curb multinational tax avoidance and offshore tax evasion in developing countries, the OECD and G20 have created the BEPS project and related action plan.

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