Geoffrey S. Turner

Senior Counsel

Geoffrey S. Turner

Geoffrey S. Turner

Senior Counsel

Expertise
Bar Admissions
  • Ontario, 1993

“He really understands the industry and technical aspects of what we’re trying to achieve.”
Client – Chambers Global 2016

Geoff advises clients on all aspects of domestic and cross-border tax planning, mergers and acquisitions, corporate reorganizations and corporate finance matters. Clients appreciate his thoughtful analysis of complex situations.

Over more than 25 years, Geoff has developed particular expertise in advising Canada-based multinationals on international tax matters. They rely on his deep understanding of foreign affiliate tax rules to guide them in their critical transactions. He regularly advises Canadian mining companies with foreign mining operations.

Geoff teaches Taxation of Business Enterprises at Osgoode Hall Law School and International Tax Law at Western University.

Geoffrey S. Turner

Senior Counsel

“He really understands the industry and technical aspects of what we’re trying to achieve.”
Client – Chambers Global 2016

Geoff advises clients on all aspects of domestic and cross-border tax planning, mergers and acquisitions, corporate reorganizations and corporate finance matters. Clients appreciate his thoughtful analysis of complex situations.

Over more than 25 years, Geoff has developed particular expertise in advising Canada-based multinationals on international tax matters. They rely on his deep understanding of foreign affiliate tax rules to guide them in their critical transactions. He regularly advises Canadian mining companies with foreign mining operations.

Geoff teaches Taxation of Business Enterprises at Osgoode Hall Law School and International Tax Law at Western University.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its US$428-million acquisition of all of the outstanding shares of Acacia Mining plc (Acacia) not already owned by Barrick by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (United Kingdom).

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its historic joint venture with Newmont Goldcorp Corporation, which combined their respective mining operations, assets, reserves and talent in Nevada to create the world's largest gold complex.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its unsolicited proposal to the Newmont Goldcorp Corporation (Newmont) Board of Directors to merge with Newmont in an all share transaction to combine the world's two largest gold companies. Under the proposal, Barrick shareholders would own approximately 55.9 percent and Newmont shareholders would own approximately 44.1 percent of the combined company with an approximate market capitalization of US$42 billion.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its recommended US$18.3-billion share-for-share merger with Randgold Resources Limited. This complex and multijurisdictional transaction created an industry-leading gold company with the greatest concentration of tier one gold assets in the industry and a diversified asset portfolio positioned for growth.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with a transaction with Shandong Gold that included the sale of a 50% interest in the Veladero gold mine for US$960 million; the negotiation of a 50/50 joint venture arrangement in respect of the Veladero gold mine; the negotiation of a strategic cooperation agreement to explore the joint development of the Pascua-Lama deposit located along the Chilean-Argentinean border; and the evaluation of additional investment opportunities on the highly prospective El Indio Gold Belt on the border of Argentina and Chile.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its sale of a 25% stake in the Cerro Casale Project to Goldcorp, and the negotiation of a 50/50 regional joint venture over the Cerro Casale, Quebrada Seca and Caspiche projects in Chile's Maricunga district. This highly complex and multi-faceted transaction involved the acquisition by Goldcorp of Kinross' entire 25% interest in the Cerro Casale Project and a 25% interest in the project from Barrick, whose holding in the project will fall from 75% to 50%. Upon closing of the transaction, the joint venture was established.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with an earn-in agreement with Alicanto Minerals of Australia. Under the terms of the Earn-In, Barrick will be able to earn a 65% interest in the Arakaka project in northwest Guyana by meeting total funding requirements of US$10 million over 4 years.

New Gold Inc.

Acted for New Gold Inc. in connection with the sale of its 30% interest in the El Morro copper-gold project in Chile to Goldcorp Inc. in exchange for a $90-million cash payment, a 4% gold stream on life-of-project gold production from the El Morro property and cancellation of a $93-million carried funding loan. In conjunction with the transaction, Goldcorp and Teck Resources Limited announced that they plan to combine their respective El Morro and Relincho properties into a 50/50 joint venture with the interim name of Project Corridor.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its US$610-million gold and silver streaming agreement with Royal Gold Inc. for production linked to Barrick's 60 percent interest in the Pueblo Viejo mine.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its $1.005-billion sale of a 50% interest in the Zaldívar copper mine in Chile to Chile-based Antofagasta Plc and related joint venture arrangements.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with the US$298-million sale to Zijin Mining Group Co., Ltd of China of a 50% interest in Barrick (Niugini) Limited, the company that owns 95% of and manages the Porgera Joint Venture gold mine in Papua New Guinea, and related strategic cooperation agreement.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with the US$550 million sale of its 100% interest in the Cowal gold mine in New South Wales, Australia to Evolution Mining Limited.

Burger King Worldwide, Inc.

Acted for Burger King Worldwide, Inc. in connection with its acquisition of Tim Hortons Inc. for approximately US$12.5 billion, the related financing, which involved a US$3-billion preferred equity investment from Berkshire Hathaway Inc., a secured US$7.25-billion credit facility and a private placement of US$2.25 billion of second lien secured notes, and an associated tender offer for Tim Hortons' outstanding US$1.2 billion of debt securities. This transaction resulted in the creation of Restaurant Brands International, a new global company headquartered in Canada, and the third-largest quick service restaurant in the world with approximately US$23 billion in system sales and over 18,000 restaurants in 100 countries. The transaction was recognized as Global M&A Deal of the Year: Canada by The American Lawyer's 2015 Global Legal Awards.

McCain Foods

Acted for McCain Foods on the sale of its North American frozen pizza business to Dr. Oetker.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its proposed $35-billion merger with Newmont Mining Corporation (now known as Newmont Goldcorp Corporation).

Augusta Resource Corporation

Acted for Augusta Resource Corporation in connection with the defence of the unsolicited take-over bid made by HudBay Minerals Inc., which ultimately resulted in a negotiated transaction representing total equity value of $540 million.

Russel Metals Inc.

Acted for Russel Metals Inc. in connection with its acquisition of the operations of Monarch Supply Ltd., an oilfield supply company predominately serving the Drayton Valley, Alberta area.

Sandspring Resources Ltd.

Acted for Sandspring Resources Ltd. in connection with an early deposit gold stream transaction pursuant to which Sandspring agreed to sell 10% of the life-of-mine gold production from its Toroparu project located in Guyana, South America, to a subsidiary of Silver Wheaton Corp. in exchange for an up-front US$148.5-million cash deposit plus an ongoing production payment of the lesser of the market price and US$400 per payable ounce of gold.

Barrick Gold Corporation

Acted as Canadian counsel to Barrick Gold Corporation in connection with Barrick's approximately US$3-billion bought deal public offering and associated tender offer for its outstanding debt securities.

Barrick Gold Corporation and Barrick North America Finance LLC

Acted as Canadian counsel for Barrick Gold Corporation and Barrick North America Finance LLC in connection with an offering of US$3-billion of debt securities comprised of US$650-million of notes due 2018 and US$1.5-billion of notes due 2023 of Barrick Gold Corporation and US$850-million of notes due 2043 of Barrick North America Finance LLC.

Barrick Gold Corporation

Acted as Canadian counsel to Barrick Gold Corporation and African Barrick Gold plc in connection with the US$864-million initial public offering of African Barrick Gold. The offering was one of the largest recent initial public offerings on the London Stock Exchange.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with the acquisition of an additional 25% interest in the Cerro Casale project in Chile from Kinross Gold Corporation for US$475 million.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in its successful cash and share unsolicited takeover bid to acquire Enerflex Systems Income Fund, resulting in a $684-million supported transaction, and also acted for Toromont in establishing an unsecured $450-million term credit facility with a syndicate of banks to finance the acquisition.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its pre-bid agreement with Goldcorp Inc. to dispose of certain assets acquired by Barrick in its takeover bid for Placer Dome Inc. and in the subsequent disposition of US$1.6 billion of assets to Goldcorp.

Article

Upstream Loans and Dispositions of Foreign Affiliate Shares

Jan. 19, 2016 - This article summarizes the upstream loan rules, and explores the impact of the upstream loan rules in several situations involving dispositions of the shares of the creditor foreign affiliate. In general, under the current rules anomalous results can be avoided with certainty only by causing the...

Article

ACB Adjustments for Foreign Affiliate Shares Held Through Partnerships

Nov. 05, 2015 - Originally published in the CCH International Tax Newsletter, this article first briefly compares the treatment of dividends and capital distributions paid by foreign affiliates directly to a Canadian corporate shareholder and those indirectly paid through a partnership holding structure....

Article

Metal Streams in Foreign Affiliates

Nov. 05, 2015 - Originally published in the CCH International Tax Newsletter, this article considers the principal features of the typical metal stream transaction that are relevant from a tax perspective. The focus is on the common situation of a Canadian parent company owning a non-Canadian mining...

Bulletin

Canadian International Tax Rules: June 2014 Foreign Affiliate Tax Elections

Apr. 29, 2014 - June 2014 is the deadline for Canadian corporations to make potentially important tax elections relating to recently enacted changes to the foreign affiliate reorganization rules in the Income Tax Act (Canada) which are retroactive to December 20, 2002. Companies whose foreign affiliates...

Speaking Engagement

USA Branch of the International Fiscal Association, annual conference, “Tax Developments and Tax Planning in Foreign Jurisdictions”; New York, NY

Feb. 28, 2013

The Best Lawyers in Canada—Tax Law

Who’s Who Legal: Canada—Corporate Tax

Bar Admissions

Ontario, 1993

Education

Osgoode Hall Law School, LLM (Tax), 2005
University of Toronto, LLB (Honours), 1991
Queen’s University, BA (Economics) (Honours, Gold Medallist), 1988

Professional Affiliations

Canadian Tax Foundation

Teaching Engagements

Geoff teaches Taxation of Business Enterprises at Osgoode Hall Law School and International Tax Law at Western University. He has previously taught the tax component of the Advanced Mergers and Acquisitions Workshop and the International Tax Law course at Osgoode Hall Law School. He also previously co-taught the International Tax Law course at Western University, for which he was twice awarded the Students’ Council teaching award of excellence.

“He really understands the industry and technical aspects of what we’re trying to achieve.”
Client – Chambers Global 2016

Geoff advises clients on all aspects of domestic and cross-border tax planning, mergers and acquisitions, corporate reorganizations and corporate finance matters. Clients appreciate his thoughtful analysis of complex situations.

Over more than 25 years, Geoff has developed particular expertise in advising Canada-based multinationals on international tax matters. They rely on his deep understanding of foreign affiliate tax rules to guide them in their critical transactions. He regularly advises Canadian mining companies with foreign mining operations.

Geoff teaches Taxation of Business Enterprises at Osgoode Hall Law School and International Tax Law at Western University.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its US$428-million acquisition of all of the outstanding shares of Acacia Mining plc (Acacia) not already owned by Barrick by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (United Kingdom).

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its historic joint venture with Newmont Goldcorp Corporation, which combined their respective mining operations, assets, reserves and talent in Nevada to create the world's largest gold complex.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its unsolicited proposal to the Newmont Goldcorp Corporation (Newmont) Board of Directors to merge with Newmont in an all share transaction to combine the world's two largest gold companies. Under the proposal, Barrick shareholders would own approximately 55.9 percent and Newmont shareholders would own approximately 44.1 percent of the combined company with an approximate market capitalization of US$42 billion.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its recommended US$18.3-billion share-for-share merger with Randgold Resources Limited. This complex and multijurisdictional transaction created an industry-leading gold company with the greatest concentration of tier one gold assets in the industry and a diversified asset portfolio positioned for growth.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with a transaction with Shandong Gold that included the sale of a 50% interest in the Veladero gold mine for US$960 million; the negotiation of a 50/50 joint venture arrangement in respect of the Veladero gold mine; the negotiation of a strategic cooperation agreement to explore the joint development of the Pascua-Lama deposit located along the Chilean-Argentinean border; and the evaluation of additional investment opportunities on the highly prospective El Indio Gold Belt on the border of Argentina and Chile.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its sale of a 25% stake in the Cerro Casale Project to Goldcorp, and the negotiation of a 50/50 regional joint venture over the Cerro Casale, Quebrada Seca and Caspiche projects in Chile's Maricunga district. This highly complex and multi-faceted transaction involved the acquisition by Goldcorp of Kinross' entire 25% interest in the Cerro Casale Project and a 25% interest in the project from Barrick, whose holding in the project will fall from 75% to 50%. Upon closing of the transaction, the joint venture was established.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with an earn-in agreement with Alicanto Minerals of Australia. Under the terms of the Earn-In, Barrick will be able to earn a 65% interest in the Arakaka project in northwest Guyana by meeting total funding requirements of US$10 million over 4 years.

New Gold Inc.

Acted for New Gold Inc. in connection with the sale of its 30% interest in the El Morro copper-gold project in Chile to Goldcorp Inc. in exchange for a $90-million cash payment, a 4% gold stream on life-of-project gold production from the El Morro property and cancellation of a $93-million carried funding loan. In conjunction with the transaction, Goldcorp and Teck Resources Limited announced that they plan to combine their respective El Morro and Relincho properties into a 50/50 joint venture with the interim name of Project Corridor.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its US$610-million gold and silver streaming agreement with Royal Gold Inc. for production linked to Barrick's 60 percent interest in the Pueblo Viejo mine.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its $1.005-billion sale of a 50% interest in the Zaldívar copper mine in Chile to Chile-based Antofagasta Plc and related joint venture arrangements.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with the US$298-million sale to Zijin Mining Group Co., Ltd of China of a 50% interest in Barrick (Niugini) Limited, the company that owns 95% of and manages the Porgera Joint Venture gold mine in Papua New Guinea, and related strategic cooperation agreement.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with the US$550 million sale of its 100% interest in the Cowal gold mine in New South Wales, Australia to Evolution Mining Limited.

Burger King Worldwide, Inc.

Acted for Burger King Worldwide, Inc. in connection with its acquisition of Tim Hortons Inc. for approximately US$12.5 billion, the related financing, which involved a US$3-billion preferred equity investment from Berkshire Hathaway Inc., a secured US$7.25-billion credit facility and a private placement of US$2.25 billion of second lien secured notes, and an associated tender offer for Tim Hortons' outstanding US$1.2 billion of debt securities. This transaction resulted in the creation of Restaurant Brands International, a new global company headquartered in Canada, and the third-largest quick service restaurant in the world with approximately US$23 billion in system sales and over 18,000 restaurants in 100 countries. The transaction was recognized as Global M&A Deal of the Year: Canada by The American Lawyer's 2015 Global Legal Awards.

McCain Foods

Acted for McCain Foods on the sale of its North American frozen pizza business to Dr. Oetker.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its proposed $35-billion merger with Newmont Mining Corporation (now known as Newmont Goldcorp Corporation).

Augusta Resource Corporation

Acted for Augusta Resource Corporation in connection with the defence of the unsolicited take-over bid made by HudBay Minerals Inc., which ultimately resulted in a negotiated transaction representing total equity value of $540 million.

Russel Metals Inc.

Acted for Russel Metals Inc. in connection with its acquisition of the operations of Monarch Supply Ltd., an oilfield supply company predominately serving the Drayton Valley, Alberta area.

Sandspring Resources Ltd.

Acted for Sandspring Resources Ltd. in connection with an early deposit gold stream transaction pursuant to which Sandspring agreed to sell 10% of the life-of-mine gold production from its Toroparu project located in Guyana, South America, to a subsidiary of Silver Wheaton Corp. in exchange for an up-front US$148.5-million cash deposit plus an ongoing production payment of the lesser of the market price and US$400 per payable ounce of gold.

Barrick Gold Corporation

Acted as Canadian counsel to Barrick Gold Corporation in connection with Barrick's approximately US$3-billion bought deal public offering and associated tender offer for its outstanding debt securities.

Barrick Gold Corporation and Barrick North America Finance LLC

Acted as Canadian counsel for Barrick Gold Corporation and Barrick North America Finance LLC in connection with an offering of US$3-billion of debt securities comprised of US$650-million of notes due 2018 and US$1.5-billion of notes due 2023 of Barrick Gold Corporation and US$850-million of notes due 2043 of Barrick North America Finance LLC.

Barrick Gold Corporation

Acted as Canadian counsel to Barrick Gold Corporation and African Barrick Gold plc in connection with the US$864-million initial public offering of African Barrick Gold. The offering was one of the largest recent initial public offerings on the London Stock Exchange.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with the acquisition of an additional 25% interest in the Cerro Casale project in Chile from Kinross Gold Corporation for US$475 million.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in its successful cash and share unsolicited takeover bid to acquire Enerflex Systems Income Fund, resulting in a $684-million supported transaction, and also acted for Toromont in establishing an unsecured $450-million term credit facility with a syndicate of banks to finance the acquisition.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its pre-bid agreement with Goldcorp Inc. to dispose of certain assets acquired by Barrick in its takeover bid for Placer Dome Inc. and in the subsequent disposition of US$1.6 billion of assets to Goldcorp.

Article

Upstream Loans and Dispositions of Foreign Affiliate Shares

Jan. 19, 2016 - This article summarizes the upstream loan rules, and explores the impact of the upstream loan rules in several situations involving dispositions of the shares of the creditor foreign affiliate. In general, under the current rules anomalous results can be avoided with certainty only by causing the...

Article

ACB Adjustments for Foreign Affiliate Shares Held Through Partnerships

Nov. 05, 2015 - Originally published in the CCH International Tax Newsletter, this article first briefly compares the treatment of dividends and capital distributions paid by foreign affiliates directly to a Canadian corporate shareholder and those indirectly paid through a partnership holding structure....

Article

Metal Streams in Foreign Affiliates

Nov. 05, 2015 - Originally published in the CCH International Tax Newsletter, this article considers the principal features of the typical metal stream transaction that are relevant from a tax perspective. The focus is on the common situation of a Canadian parent company owning a non-Canadian mining...

Bulletin

Canadian International Tax Rules: June 2014 Foreign Affiliate Tax Elections

Apr. 29, 2014 - June 2014 is the deadline for Canadian corporations to make potentially important tax elections relating to recently enacted changes to the foreign affiliate reorganization rules in the Income Tax Act (Canada) which are retroactive to December 20, 2002. Companies whose foreign affiliates...

Speaking Engagement

USA Branch of the International Fiscal Association, annual conference, “Tax Developments and Tax Planning in Foreign Jurisdictions”; New York, NY

Feb. 28, 2013

The Best Lawyers in Canada—Tax Law

Who’s Who Legal: Canada—Corporate Tax

Bar Admissions

Ontario, 1993

Education

Osgoode Hall Law School, LLM (Tax), 2005
University of Toronto, LLB (Honours), 1991
Queen’s University, BA (Economics) (Honours, Gold Medallist), 1988

Professional Affiliations

Canadian Tax Foundation

Teaching Engagements

Geoff teaches Taxation of Business Enterprises at Osgoode Hall Law School and International Tax Law at Western University. He has previously taught the tax component of the Advanced Mergers and Acquisitions Workshop and the International Tax Law course at Osgoode Hall Law School. He also previously co-taught the International Tax Law course at Western University, for which he was twice awarded the Students’ Council teaching award of excellence.