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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  • Morgan Stanley

    Morgan Stanley in its proposed acquisition of Solium Capital for $1.1 billion

  • Essar Steel Algoma

    Algoma Steel Inc. and certain senior secured term lenders in Canada in Algoma’s acquisition of substantially all the assets of Essar Steel Algoma in connection to a restructuring under the CCAA

  • L Brands

    L Brands with its sale of the La Senza business to Regent LP

  • Scientific Games Corporation

    Scientific Games Corporation in its acquisition of Don Best Sports

  • 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

  • ClearBanc

    ClearBanc 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

  • Growlabs

    Growlabs 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

  • Clio

    Clio in its acquisition of Lexicata

  • Alert Labs

    Alert Labs in its acquisition by Watsco

  • Artech Information Systems, LLC

    Artech Information Systems, LLC in its acquisition of the Talent & Technology Solutions business unit ("TTS") of CDI Corporation

  • MAV Beauty Brands Inc.

    The Underwriters in connection with MAV Beauty Brands Inc.’s $242 million IPO

  • Ensign Energy Services Inc.

    Ensign Energy Services Inc. in its acquisition of Trinidad Drilling Ltd. for $947 million

  • NatuEra

    Agroidea SAS and the Nannetti brothers in the joint venture of Cronos Group Inc. and an affiliate of Agroidea SAS to form NatuEra

  • Caprion Biosciences

    Caprion Biosciences in its acquisition of Primity Bio

  • Zensurance

    Zensurance in its sale of a majority stake to The Travelers Companies, Inc.

  • Panavision Inc.

    Panavision Inc. in its acquisition by Saban Capital Acquisition Corp and combination with Sim to form Panavision Holdings

  • Caterpillar Financial Services Limited

    The dealers in an offering of medium term notes by Caterpillar Financial Services Limited

  • Dominion Voting Systems

    Dominion Voting Systems in its acquisition by its management team and Staple Street Capital

  • Hubdoc

    Hubdoc in its acquisition by Xero

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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, 2003-2019: 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, 2019: Osler named "Tax Law Firm of the Year”
  • 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 Americas 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

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