Potash Corporation of Saskatchewan Inc.
Acted as Canadian tax counsel for Potash Corporation of Saskatchewan Inc. in its US$36-billion merger of equals with Agrium Inc. to create the world-class integrated global supplier of crop inputs, Nutrien Ltd. This deal was named 2017's Deal of the Year by Lexpert magazine and won the Mining Deal of the Year award at the 2017 Canadian Dealmakers Awards.
Confidential client
Acted for a U.S. state retirement system in its joint venture with a real estate development company for the acquisition of various industrial properties in Ontario.
Nutrien Ltd.
Acting as Canadian tax counsel for Nutrien Ltd. and its subsidiary, Potash Corporation of Saskatchewan Inc., in Nutrien's offer to exchange all outstanding publicly held notes of PotashCorp and Agrium Inc. for new notes to be issued by Nutrien.
BNP Paribas S.A.
Acting for BNP Paribas S.A. in connection with an investment by the Caisse de dépôt et placement du Québec in Innocap Investment Management Inc.
BMO Nesbitt Burns Inc.
Acted for a syndicate of agents co-led by BMO Nesbitt Burns Inc., National Bank Financial Inc. and CIBC World Markets Inc. on the following private placement by Metro Inc. to partially finance its acquisition of The Jean-Coutu Group (PJC) Inc.: $1.2 billion aggregate principal amount of 2.68% Series F senior unsecured notes due December 5, 2022; 3.39% Series G senior unsecured notes due December 6, 2027; and 4.27% Series H senior unsecured notes due December 4, 2047.
The Sentient Group
Acted for The Sentient Group in the going-private transaction of Era Resources Inc. effected through a plan of arrangement that included the consolidation of 10,290,619 pre-consolidation common shares of Era to one post-consolidation common share.
Claridge Inc.
Acted for Claridge Inc. in connection with its sale to C.H. Guenther & Son, Inc. of Les Plats du Chef, a Canada-based frozen meal and snack business.
Kruger Inc. Master Trust
Acted for Kruger Inc. Master Trust in connection with the sale of Lidya Energy, a landfill gas-to-electricity plant located in Lachute, Québec, to Energy Developments (Canada) Inc., a subsidiary of Energy Developments Pty Limited, a member of Australia's DUET Group.
Stingray Digital Group Inc.
Acted for Stingray Digital Group Inc. in connection with its acquisition of all the outstanding shares of C Music Entertainment Ltd. (also known as C Music TV).
High-Net-Worth Family
Acted for a high-net-worth family on tax matters related to a reorganization of the family's corporate holdings.
High-Net-Worth Family
Advised a high-net-worth family on tax matters related to acquisition of aircraft.
The Sentient Group
Acted for The Sentient Group in connection with its US$7-million investment in Era Resources Inc. through the purchase of a convertible unsecured note.
Tippmann US Holdco, Inc. (part of the G.I. Sportz Group)
Acted for G.I. Sportz Inc. in connection with the acquisition of Kee Action Sports, a leading manufacturer and distributor of paintball sporting goods, equipment and apparel, based in New Jersey with distribution facilities located across the United States, Canada and the United Kingdom.
Oceanwide Inc.
Acted for Oceanwide Inc., a Montréal based insurance software firm, in connection with the sale of its business to Insurity Inc., a provider of core insurance processing and data integration and analysis solutions, based in Hartford, Connecticut.
Central National-Gottesman Inc.
Acted for Central National-Gottesman Inc., a global distributor of pulp, paper and forestry products, and its subsidiary Spicers Canada ULC in connection with the acquisition of the assets and business of Spicers Canada Limited, a distributor of fine paper, sign and display media, industrial packaging and graphic arts supplies, headquartered in Vaughan, Ontario and with locations across Canada, and the related financing with Bank of America, N.A. (Canada branch), as agent.
Vision 7 International ULC
Acted for Vision 7 International ULC, a fully integrated marketing communications company, whose two major brands include Canadian marketing communication agency leader Cossette and the international PR firm Citizen Relations, in connection with its acquisition by BlueFocus Communication Group Co., Ltd., the No. 1 integrated communication and marketing services group in China.
Marlin Equity Partners
Acted as Canadian counsel to global investment firm Marlin Equity Partners in connection with its acquisition of the Arcserve division from CA Technologies. Arcserve is a leading global provider of data protection software solutions with offices in 30 countries.
Groupe Trans-Inter Inc.
Acted for the GTI Group, a Montréal-based provider of specialty transport solutions, in connection with an investment by Novacap.
The Sentient Group
Acted for The Sentient Group in connection with the acquisition of Rio Madeira Comércio Importaçao e Exportaçao de Minérios, a Brazilian company operating a manganese mine. In relation to this acquisition, Sentient executed a binding term sheet with Cancana Resources Corp. whereby and pursuant to which Sentient acquired shares, warrants and convertible debentures of Cancana and the latter will subscribe for 50% of the quotas of Rio Madeira.
G.I. Sportz Inc.
Acted for G.I. Sportz Inc. in connection with the acquisition of Tippmann Sports, LLC, a leading manufacturer and distributor of markers and goggles for the paintball, airsoft and laser tag industries.
Morgan Stanley US, Investing Division
Acted for MSG Lac Mirabel, SEC, a joint venture between Morgan Stanley Real Estate and Gordon Group Holdings, LLC, in connection with the sale to Simon Property Group Inc., Calloway Real Estate Investment Trust and SmartCentres, of a portion of the Lac Mirabel site, for the development of a Premium Outlet Centre, Phase I of which will be comprised of 350,000 square feet of gross leasable area and 80 stores.
Confidential Client
Acting before the Federal Court of Canada on behalf of a public transportation authority, against both the Canada Revenue Agency and the Québec Revenue Agency, against reassessments denying tax refunds for diesel fuel.
Masonite International Corporation
Acted for Masonite International Corporation in connection with its acquisition, through a wholly-owned subsidiary, of all of the capital stock of the Québec-based corporation, Lemieux Doors Inc., known for its broad range of high quality panel and French wood doors and its market leading service proposition.
Alimentation Couche-Tard Inc.
Acted for Alimentation Couche-Tard Inc. in connection with its offering, on a bought deal basis, of 7,302,500 Class B subordinate voting shares at a price of $47.25 per share for gross proceeds of $345,043,125. The offering is made by a syndicate of underwriters co-led by National Bank Financial Inc., Scotia Capital Inc., UBS Securities Canada Inc. and HSBC Securities (Canada) Inc.
Yoplait France SAS
Acted for Yoplait France SAS, the second largest brand in fresh dairy products in the world, in connection with its acquisition of Québec-based Liberté Brand Products from its management and investment firms, Swander Pace Capital LLC and Roynat Capital Inc.
Honeywell International Inc.
Acted for Honeywell International Inc. in connection with the $144-million acquisition of Matrikon Inc., a company specializing in software used in manufacturing operations.
Mill Road Capital, L.P.
Acted for U.S.-based private equity firm Mill Road Capital, L.P. in its successful "white knight" bid for Cossette Inc. for approximately $134 million.
Rossy and Assaly families
Acted for the founders of Dollarama Inc. in connection with the corporation's $300 million initial public offering of common shares.
Alexis Nihon Real Estate Investment Trust
Acted for Alexis Nihon Real Estate Investment Trust in the initial public offering of $85 million of trust units.
In the News
Michael Kandev Speaks to Canadian Lawyer About Impact of U.S. Tax Reforms on Canadian Tax Planning
Apr. 05, 2018 - Davies partner Michael Kandev was interviewed this month by Canadian Lawyer (available to subscribers) about the effect of the U.S. Tax Cuts and Jobs Act on Canadian tax planning. One impact of the new legislation has been on the estates of Canadian parents who die in Canada but...
Bulletin
2018 Federal Budget: Tax Highlights
Feb. 27, 2018 - As anticipated, today’s federal budget (Budget 2018) focuses on a few targeted areas, including the taxation of passive investments made by private corporations, and does not contain any measures in response to the enactment of tax reform in the United States or relating to the OECD BEPS initiative....
Bulletin
U.S. Tax Laws: A Review of 2017 and a Look Ahead to 2018
Jan. 11, 2018 - Each year at this time, we offer a look back at some of the more significant income tax developments in the United States affecting domestic and international business over the past year and a look ahead to possible U.S. tax developments in the coming year. Tax Developments in 2017As we predicted...
Bulletin
Canadian Tax Laws: A Review of 2017 and a Look Ahead to 2018
Jan. 11, 2018 - Each year at this time we offer a look back at some of the more significant income tax developments in Canada affecting domestic and international business over the past year and a look ahead to possible Canadian tax developments in the coming year. Developments in 2017 1. Legislative...
Article
Canada Persists With Plan to Punish Private Corporate Passive Reinvestment, co-author
Oct. 30, 2017 - Tax Notes International, Vol. 88, No. 5 (Tax Analysis)
Download this article.
Article
Unexpected Canadian Private Company Tax Proposals: A Critique And International Comparative
Sept. 04, 2017 - In this article from Tax Notes International, Davies partners Nathan Boidman and Michael Kandev examine proposed plans by the Canadian government for radical changes to the Income Tax Act ostensibly aimed at curbing tax planning using private corporations. Download this article.
Bulletin
Canadian Government Proposes Major Changes to the Taxation of Private Corporations
July 18, 2017 - The Canadian Department of Finance released a discussion paper earlier today on tax planning using private corporations. Included with the paper is draft legislation for a couple of the matters discussed in the paper. Finance has requested comments on the discussion paper by October 2, 2017....
Article
Canada’s Limited Approach to the OECD’s MLI
July 03, 2017 - In this article published in Tax Notes International, Davies partners Nathan Boidman and Michael Kandev discuss Canada’s signing of the OECD multilateral instrument to adopt many of the anti-BEPS tax treaty rules. Download this article.
Article
Canada Expands Back-to-Back Regime: Examining the Character Substitution Rules
June 19, 2017 - In this article from Tax Notes International, Davies partner Michael Kandev explains Canada’s latest attempt to fight treaty shopping through an expanded back-to-back regime, focusing on the regime’s complex and sometimes mysterious character substitution rules. Download this article.
Bulletin
2017 Federal Budget: Tax Highlights
Mar. 22, 2017 - The Liberal government’s second budget (Budget 2017) comes during a period of exceptional global political and economic uncertainty. Of particular importance from a Canadian economic and tax policy perspective is the uncertainty about how the Trump administration’s agenda will unfold in the coming...
Bulletin
Canadian and U.S. Tax Laws: A Review of 2016 and a Look Ahead to 2017
Jan. 13, 2017 - The year 2016 was eventful from a Canadian tax perspective, with the current Liberal government introducing its first federal budget and important judicial developments that included two decisions in tax cases by the Supreme Court of Canada. Conversely, while U.S. tax developments in 2016 were...
Article
How Is BEPS Reflected in Canada’s Newest Treaties?
Dec. 12, 2016 - In this article published in Tax Notes International, the authors examine the extent to which Canada’s new treaties with Taiwan and Israel reflect its involvement and concern. Download this article.
Article
BEPS Cash Box Inconsistent with Canadian Tax Rules
Oct. 03, 2016 - Originally published in Canadian Tax Highlights, this article examines the BEPS project’s new transfer-pricing notion of “cash box,” which appears to be inconsistent both with commercial reality and with longstanding Canadian outbound international tax policy. Download this article.
Bulletin
The Federal Court of Appeal Permits Use of Mark-To-Market Tax Accounting
June 24, 2016 - The Federal Court of Appeal has held in the Kruger Inc. v. Canada decision published yesterday, that Kruger Inc. was entitled to use the mark-to-market method in computing its income for federal income tax purposes. As a result, for income tax purposes it was entitled to recognize an...
Article
BEPS: Canada Takes First BEPS Steps
May 24, 2016 - Originally published in Tax Notes International, this article examines provisions in Canada’s 2016 budget inspired by the OECD’s final reports on its base erosion and profit shifting project. Download this article.
Bulletin
Repeal of the Eligible Capital Property Regime: A Final Window of Opportunity for Canadian Business Owners
Apr. 01, 2016 - As part of Canada’s Federal Budget that was presented on March 22, 2016, Finance Minister Bill Morneau announced the repeal, effective January 1, 2017, of the existing eligible capital property (ECP) tax regime and its merger into the existing depreciable capital property rules. While the new rules...
Bulletin
2016 Federal Budget: Tax Highlights
Mar. 22, 2016 - The new Liberal government’s first budget (Budget 2016) has been the subject of anticipation and speculation, much of it apprehensive. Unusually, Budget 2016 is noteworthy for what it does not contain. Budget 2016 does not introduce changes to increase the tax rate on employee stock option...
Bulletin
Canadian and U.S. Tax Laws: A Review of 2015 and a Look Ahead to 2016
Jan. 20, 2016 - Each year at this time, we offer a look back at some of the more significant business and international tax developments in Canada and the United States over the past year and a look ahead to possible Canadian and U.S. tax developments in the coming year. Canadian Tax Review and Outlook ...
Article
BEPS: A Spent Force or Radical Change?
Dec. 21, 2015 - Originally published in Tax Notes International, this article examines from an overall and a Canadian perspective whether the OECD’s initiative against base erosion and profit shifting (BEPS) has turned out to be a spent force or if, instead, it will spawn radical change in the behaviour of...
Article
Interest Deductibility in Canada: What’s the Fuss?
July 27, 2015 - This article deals with the manner in which Canada has complicated, and rendered controversial, what in most other countries is straightforward — the deductibility of business-related interest expense. The reasons to write about it are threefold: the almost-concurrent issuance of the Canada Revenue...
Bulletin
2015 Federal Budget: Tax Highlights
Apr. 21, 2015 - As has been widely predicted, today’s federal budget (Budget 2015) delivered a handful of tax “goodies” in the lead-up to the coming election. It also includes a number of important proposed changes to the corporate tax rules. They are noteworthy, although not as extensive as the corporate tax...
Article
The BEPS Deliverables: A Macro Critique
Nov. 17, 2014 - Tax Notes International, Vol. 76, No. 7 The OECD’s crusade against base erosion and profit shifting will be remembered either as a well-coordinated campaign against abusive tax avoidance by large multinational enterprises or as a waste of vast amounts of time, resources, and energy for...
Article
BEPS on Hybrids: A Canadian Perspective
June 30, 2014 - On March 19, 2014, the Organisation for Economic Co-operation and Development (OECD) released two discussion draft papers on hybrid mismatch arrangements in response to action 2 of the July 2013 action plan on base erosion and profit shifting (BEPS). Co-authors Nathan Boidman and Michael Kandev...
Article
Canada Intent on Stoppin’ the Shoppin’ and More
Apr. 04, 2014 - Canada’s federal budget for 2014 proposed a rule intended to curtail treaty-shopping: the practice of structuring multinational businesses to take advantage of more favourable tax treaties available in certain jurisdictions. This article presents a number of scenarios to describe how application...
Bulletin
2014 Federal Budget: Tax Changes
Feb. 11, 2014 - The Minister of Finance delivered the 2014 Canadian federal budget today. In terms of new tax policy measures, Budget 2014 is thin when compared to the last few years, but seeks input from stakeholders on a number of future measures. The principal business and international changes include:...
Bulletin
Canada and U.S. Enter into FATCA Intergovernmental Agreement
Feb. 05, 2014 - The U.S. Treasury Department and the Canadian government both announced today that Canada and the United States have signed an intergovernmental agreement (IGA) to implement the provisions of FATCA. The agreement is a “Model I” agreement, which provides for direct information exchange between the...
Bulletin
Canadian and U.S. Tax Law: A Review of 2013 and a Look Forward to 2014
Jan. 16, 2014 - The year 2013 was very eventful from a tax perspective, with significant developments on the legislative front. This article looks back at tax developments in Canada and the United States in 2013 and offers a look forward to possible Canadian and U.S. tax developments in 2014.I. CANADIAN TAX...
Article
BEPS: The OECD Discovers America?
Dec. 16, 2013 - The action plan on base erosion and profit shifting, published by the OECD on July 19, 2013, and its background report, “Addressing Base Erosion and Profit Shifting,” released on February 12, 2013, are a curious read. An experienced tax professional is left wondering: Has the OECD just discovered...
Article
Resource Capital Fund III: A Canadian Perspective on Applying a Treaty to a Hybrid Partnership
June 24, 2013 - On April 26, 2013, the Australian Federal Court handed down its decision in Resource Capital Fund III LP v. Commissioner of Taxation (RCF). This case, which involved a private equity fund realizing a gain on the sale of shares of an Australian mining company, was eagerly...
Article
Treaty-Shopping Consultation
May 31, 2013 - The 2013 federal budget announced the government’s intention to consult on measures to protect Canada’s tax treaties against treaty shopping and yet preserve a business tax environment conducive to foreign investment. Download this article.
Bulletin
Québec Government Proposes a New Mining Tax Regime
May 10, 2013 - On May 6, 2013, the provincial Minister of Finance released a proposal for a new Québec mining tax regime (the Regime) which would replace the current framework enacted under the Mining Tax Act on June 6, 2011. The Regime supplements the federal and provincial income tax system, but the...
Bulletin
2013 Federal Budget Highlights
Mar. 21, 2013 - The Minister of Finance delivered the 2013 Canadian Federal Budget on March 21, 2013. Budget 2013 includes a number of significant proposals, including rules aimed at certain monetization transactions and character conversion forward transactions, expanding the rules limiting the trading of...
Bulletin
U.S. and Canadian Tax Law: A Review of 2012 and a Look Forward to 2013
Jan. 09, 2013 - The year 2012 was very eventful from a tax perspective, with significant developments on the legislative front. This article takes a look back at tax developments in Canada and the United States in 2012 and offers a look forward to possible Canadian and U.S. tax developments in 2013.I. CANADIAN...
Bulletin
Fall Tax Update
Nov. 07, 2012 - The month of October saw more proposed federal tax legislation than most people would have thought possible – roughly 1,400 pages. Most of this new legislation is included in a Notice of Ways and Means Motion (NWMM) tabled on October 24, which reintroduces changes that have been proposed previously...
Bulletin
Canadian Government Pushes Ahead with Proposed Tax Rules in Spite of Pitfalls
Oct. 16, 2012 - On October 15, 2012, the Canadian Minister of Finance tabled in the House of Commons a Notice of Ways and Means Motion to implement proposed tax changes first announced in the March 29, 2012, federal budget and included in draft legislation released on August 14, 2012. The proposed tax changes...
Article
FA Dumping Too Broad
Oct. 12, 2012 - The 2012 federal budget proposals on FA dumping address a legitimate concern of the Canadian government: transactions that deplete the Canadian tax base but do not offer any substantial economic advantages to Canada. However, the proposals may also adversely affect legitimate and economically...
Article
Interpreting and Applying Deeming Provisions of the Income Tax Act
June 15, 2012 - Deeming provisions are a familiar feature of Canadian legislative texts in general, and Canadian tax statutes, regulations and treaties in particular. This article is divided into two parts. In the first part, the authors undertake a theoretical discussion of the interpretation and application of...
Bulletin
Taxation Measures in the 2012 Federal Budget
Mar. 30, 2012 - The Minister of Finance delivered the 2012 Canadian federal budget on March 29, 2012. Budget 2012 continues the government’s practice of selectively adopting recommendations of the 2008 government-mandated Advisory Panel, by including significant changes to the Canadian thin capitalization rules...
Article
Tax Court of Canada Shaves Benefits of Hybrid Entity Financing Structure
Feb. 06, 2012 - On January 3 the Tax Court of Canada rendered its decision in FLSmidth Ltd. v. The Queen. This case involved a hybrid entity structure for financing U.S. acquisitions of a Canadian group, which is known to tax geeks as a ‘‘tower structure,’’ and raised an issue of relief in Canada for...
Bulletin
Canadian Spinco Acquisition Transactions
Jan. 17, 2012 - Strong and rising commodity prices in recent years have sparked a wave of activity in the Canadian stock markets, with larger resource companies acquiring a significant number of smaller, publicly-traded resource companies that require further capitalization to exploit their assets. A number of...
Bulletin
U.S. and Canada Tax Law: What to Watch for in 2012
Jan. 09, 2012 - This Perspective takes a look back at tax developments in the United States and Canada in 2011 and offers a look forward to possible U.S. and Canadian tax developments in 2012.I. U.S. TAX REVIEW AND OUTLOOKAlthough 2011 saw some significant changes in U.S. tax law, the year was marked by...
