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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  • Bristol Myers Squibb

    Bristol Myers Squibb in its acquisition of Forbius

  • Comark Holdings Inc.

    Comark completes sale transaction and emerges from creditor protection

  • VetStrategy

    Lenders in Berkshire Partners’ acquisition of VetStrategy

  • ESC Corporate Services

    ESC Corporate Services in its acquisition of Paragon

  • Fibocom Wireless Inc.

    Fibocom Wireless in its acquisition of Sierra Wireless’ automotive embedded module product line for US$165 million

  • Coastal Genomics

    Coastal Genomics in its acquisition by Yourgene Health

  • TPG

    TPG in its submission of a stalking horse bid for Cirque du Soleil’s assets in partnership with Fosun, Caisse de dépôt et placement du Québec and Investissement Québec

  • Evrim Resources Corp.

    Evrim Resources Corp. in its merger with Renaissance Gold Inc.

  • Rubikloud

    Rubikloud in its US $60 million acquisition by Kinaxis

  • Fairhaven Pharmaceuticals

    Fairhaven Pharmaceuticals in its acquisition by Liminal BioSciences

  • The Stars Group Inc.

    The Stars Group Inc. in its business combination with Flutter Entertainment plc

  • Pier 1 Imports Inc.

    Pier 1 Imports in its Chapter 11 and CCAA Recognition Proceedings

  • Abacus Health Products Inc.

    Abacus Health Products in its acquisition by Charlotte’s Web

  • KingSett Capital

    KingSett Capital on behalf of KingSett Real Estate Growth LP No.7, KingSett Canadian Real Estate Income Fund and other investors, in connection with the announced $4.8 billion acquisition, with Starlight Investments, of Northview Apartment REIT

  • Cytapex Bioinformatics

    Cytapex Bioinformatics in its acquisition by Insightful Science

  • Enterprise Holdings Inc.

    Enterprise Holdings Inc. in its Canadian subsidiary's acquisition of Discount Car and Truck Rentals

  • Ontario Teachers' Pension Plan

    Ontario Teachers’ Pension Plan in its agreement with Duo Bank of Canada to purchase Fairstone Financial Holdings Inc.

  • KKR

    Acting for KKR and AIMCo in their joint acquisition of a combined 65% equity interest from TC Energy in the $6.8B Coastal GasLink Pipeline Project

  • Wealthsimple

    Wealthsimple for Advisors in its acquisition by Purpose Advisor Solutions

  • Encana

    Encana in its reorganization and establishment of corporate domicile in the U.S.

  • Microsoft Corporation

    Microsoft in its acquisition of Mover

  • Steel Reef Infrastructure Corp.

    Steel Reef Infrastructure Corp. in its $500 million acquisition of natural gas infrastructure assets from Crescent Point Energy Corp.

  • Royal Bank of Canada

    RBC in its sale of Eastern Caribbean banking operations

  • Eurazeo

    Eurazeo in its equity investment in Herschel Supply Co.

  • The Special Committee of Canfor Corp.

    The Special Committee of Canfor in Canfor’s arrangement agreement with Great Pacific Capital

  • Find More

  • Chambers Canada: Canada's Leading Lawyers for Business: Recognized in Tax (Band 1)
    • "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 Lawyers for Business: Recognized in Tax (Band 1)
    • "They have some superb advisers and produce excellent advisory work."
    • "They have an exceptionally strong team that works together seamlessly - their experience with tax and tax litigation is the best in Canada."
  • The Canadian Legal Lexpert Directory: Recognized in Corporate Tax (Toronto, Ontario; Calgary, Alberta; Montreal, Quebec)
  • The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada: Osler lawyers recognized as leaders in Tax
  • Lexpert’s Guide to the Leading US/Canada Cross-border Lawyers in Canada: Osler lawyers recognized as leaders in Tax
  • The Legal 500: Tax Law (Tier 1)
  • International Tax Review
    • International Tax Review: World Tax Guide: Osler earns Tier 1 ranking in Tax, Tax Controversy and Transactional Tax
    • International Tax Review: Americas Tax Awards: Osler wins Canada Tax Court Firm of the Year Award
    • International Tax Review: Americas Tax Awards: Al Meghji wins Americas Tax Dispute Practice Leader of the Year Award
    • International Tax Review, World Transfer Pricing Guide: Osler’s Tax group is ranked Tier 1 and lawyers recognized as leaders in Transfer Pricing
    • International Tax Review, Tax Controversy Leaders Guide: Osler lawyers recognized as leaders in Tax Controversy
    • International Tax Review: Americas Tax Awards: Osler named Canada Transfer Pricing Firm of the Year
    • International Tax Review: Americas Tax Awards: Osler named Americas Tax Litigation & Disputes Practice Leader of the Year
  • Who’s Who Legal: Osler lawyers recognized in Corporate 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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