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Granite Real Estate Investment Trust
Acted as tax counsel to Granite REIT in the establishment of a $250-million at-the- market equity distribution program.
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Granite Real Estate Investment Trust
Acted as tax counsel to Granite REIT in its $316-million bought deal equity offering of stapled units.
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PSP Investments
Acted for PSP Investments in its strategic investment in SitusAMC, the leading provider of services and technology supporting the real estate finance industry.
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Power Energy Corporation
Acted for Power Energy Corporation in its acquisition of Nautilus Solar Energy, LLC, a leading U.S. solar developer and asset manager, from management and Virgo Investment Group.
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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.
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Business Development Bank of Canada
Acting for Business Development Bank of Canada in connection with the Government of Canada's Venture Capital Catalyst Initiative, which involves the formation of certain venture capital fund-of-funds. Northleaf Venture Catalyst Fund II, HarbourVest Canada Growth Fund II, Teralys Capital Innovation Fund and Kensington Venture Fund II, four of the five venture capital fund-of-funds established under the VCCI program, had their final closings in 2019.
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Granite Real Estate Investment Trust
Acted as tax counsel to Granite REIT in its sale of a real estate portfolio in the United States and Canada for $400 million.
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Northleaf Capital Partners
Acted for Northleaf Capital Partners in connection with the establishment of a US$1.4-billion Northleaf global private credit program and Northleaf's related acquisition, through a new Northleaf-managed investment fund, of a 16% equity stake in Antares Holdings from CPPIB Credit Investments Inc.
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InstarAGF Asset Management Inc.
Acted for InstarAGF Asset Management Inc. in connection with the formation of InstarAGF Essential Infrastructure Fund with total equity capital commitments of $740 million.
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PSP Investments
Acted for PSP Investments in its strategic initiatives with Pattern Energy Group Inc., including (i) the acquisition of a 9.9% interest in Pattern Energy; (ii) the joint venture between PSP and Pattern Energy to co-invest in various renewable projects; (iii) the joint acquisition with Pattern Energy of a 51% and 49% interest, respectively, in the 179 MW Meikle wind project in British Columbia and the 143 MW Mont Sainte-Marguerite wind project in Québec; and (iv) the acquisition of 49% of the Class B interests held by Pattern in the Panhandle 2 wind project in Texas.
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BlueCat Networks, Inc.
Acted for The Hyatt Family Trust in the sale of BlueCat Networks, Inc. to Madison Dearborn Partners LLC.
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Desjardins Securities Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc.
Acted for a syndicate of underwriters led by Desjardins Securities Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc. in connection with a US$69 million bought deal public offering of trust units issued by WPT Industrial REIT.
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RioCan Real Estate Investment Trust
Acted for RioCan Real Estate Investment Trust on Canadian and US tax matters in connection with the US$1.9-billion sale of its portfolio of 49 shopping centres, located in the Northeastern U.S. and Texas, to Blackstone Real Estate Partners.
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BMO Capital Markets and CIBC World Markets Inc.
Acted for a syndicate of underwriters co-led by BMO Capital Markets and CIBC World Markets Inc. in connection with a $143.9-million bought deal offering of subscription receipts of Milestone Apartments Real Estate Investment Trust. The proceeds from the offering were used to fund part of the purchase price for Milestone's $502-million acquisition of 15 properties from Landmark Apartment Trust, Inc.
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Ironbridge Equity Partners
Acted for Ironbridge Equity Partners in connection with its investment in Alliance Corporation, a distributor and manufacturer of products and solutions for North American wireless, broadband, broadcast and wireline networks.
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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.
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The Aristotle Corporation
Acted for The Aristotle Corporation in connection with the sale of that company to the private equity firm Wasserstein & Co. The Aristotle Corporation, headquartered in Fort Atkinson, WI, is a leading developer and value-added distributor of specialty products for the education, healthcare training, laboratory testing and agricultural end markets.
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Onex Corporation
Acted as Canadian counsel for Onex Partners in the $715-million financing in connection with the acquisition of York Risk Services Group, Inc.
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Brookfield Office Properties Inc.
Acted for Brookfield Office Properties Inc. and its independent committee in connection with the US$5-billion offer by its controlling shareholder, Brookfield Property Partners L.P., to acquire the minority interest in Brookfield Office Properties Inc.
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Paladin Labs Inc.
Acted for Paladin Labs Inc. in connection with its acquisition by Endo Health Solutions Inc. in a stock and cash transaction valued at approximately $3 billion.
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Northleaf Mid-Market Infrastructure Partners
Acted for Northleaf Mid-Market Infrastructure Partners in connection with a series of subordinated loans made available to the consortium on the Colorado US 36 Express Lanes Project. The subordinated debt proceeds complement a US$60-million TIFIA loan from the U.S. Department of Transportation; a US$20-million tax-exempt private activity bond ("PABs") issue; US$2 million in net construction revenues; and a US$41-million capital contribution from the State of Colorado.
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Ivanhoé Cambridge
Acted for Ivanhoé Cambridge in connection with the sale of its interest in Bentall Kennedy to The California Public Employees' Retirement System (CalPERS).
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Canada Pension Plan Investment Board
Acted for the Canada Pension Plan Investment Board in connection with its joint venture with the Westfield Group. CPPIB's equity investment is US$1.8 billion, representing a 45% interest in the joint venture.
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Canada Pension Plan Investment Board
Acted for the Canada Pension Plan Investment Board in its acquisition of a 36.9% interest in the Mayflower partnership for a total equity investment of US$350 million. The Mayflower partnership owns a portfolio of 13 regional malls located in the United States, which has a total value of approximately US$2.03 billion.
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Onex Corporation
Acted for Onex Corporation in connection with a $2.4-billion refinancing of its U.S. subsidiary Carestream Health Inc., which funded a $725 million distribution by Carestream to its shareholders.
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Meridiam Infrastructure, Bouygues Travaux Publics and Transfield Services Ltd.
Acted for the Miami Access Tunnel consortium, comprised of Meridiam Infrastructure, Bouygues Travaux Publics and Transfield Services Ltd. for the design, build, finance, operation and maintenance of the US$1.3 billion greenfield Port of Miami Tunnel project. Davies also acted as lead counsel for the consortium on the financing of the Project, with the senior debt financing of US$340 million being provided through a club of 10 international banks and the subordinated debt financing of US$341 million being provided as a 35-year fixed rate loan by the United States Department of Transportation under the federal TIFIA (Transportation Infrastructure Finance and Innovation Act of 1998) program. This project was awarded the 2009 Global PPP Deal of the Year by Project Finance magazine and the 2009 Americas PPP Deal of the Year by each of Project Finance International and Project Finance magazine.
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H&R Real Estate Investment Trust
Acted for H&R Real Estate Investment Trust which effected a Plan of Arrangement transferring certain notes issued by H&R (U.S.) Holdings, Inc. (a wholly owned U.S. subsidiary of H&R) in the principal amount of US$125 million to H&R Finance Trust.
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Mercator Minerals Ltd.
Acted for Mercator Minerals Ltd. in the structuring of its silver sale arrangements with Silver Wheaton Corp., pursuant to which silver equivalent to all of the silver produced by Mercator's Mineral Park mine in Arizona will be sold to Silver Wheaton in exchange for an up-front payment of US$42 million and further payments of US$3.90 per ounce.
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AbitibiBowater Inc.
Acted for AbitibiBowater Inc. (now known as Resolute Forest Products) in connection with the sale of its Snowflake, Arizona mill to Catalyst Paper Corporation in a transaction valued at US$161 million.
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Como Diffusion Inc.
Acted for Montréal-based Como Diffusion Inc. in regard to GB Merchant Partners, an affiliate of Gordon Brothers Group, and Crystal Capital acquiring a majority position in Como Diffusion's Como Fred David business, with Como's principals retaining a substantial stake.
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IPC US Real Estate Investment Trust
Acted for IPC US Real Estate Investment Trust in its strategic process and ultimate sale of its assets to Everclear Acquisition Corporation, a wholly owned subsidiary of Behringer Harvard REIT I, in a US$1.4-billion all-cash transaction.
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Cadim Inc.
Acted for Cadim Inc. (a division of Caisse de dépôt et placement du Québec) in connection with its partnership arrangements with Westmont Hospitality Group and Cadbridge Investors LP, and acted for Cadbridge and InnVest REIT in connection with their joint negotiated takeover bid for Legacy Hotels REIT in a transaction valued at approximately $2.5 billion.
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Dynatec Corporation
Acted for the Special Committee of Dynatec Corporation in the negotiated sale of Dynatec to Sherritt International Corporation by way of a share exchange plan of arrangement in a transaction valued at $1.6 billion.
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Scotia Capital Inc. and RBC Dominion Securities Inc.
Acted for a syndicate of agents co-led by Scotia Capital Inc. and RBC Dominion Securities Inc. in a $1.2 billion offering of senior and subordinate debentures of Manulife Finance (Delaware) LP, an indirect subsidiary of Manulife Financial Corporation. The offering of subordinated debentures was the first innovative Tier 2b capital offering in Canada.
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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.
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Tim Hortons Inc.
Acted as special counsel to Tim Hortons Inc. in its $900 million initial public offering by Wendy's International, Inc. on the TSX in Canada and the NYSE in the United States.
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MethylGene Inc.
Acted for MethylGene Inc. in connection with the entering into of a Collaborative Research, Development and Commercialization Agreement for its histone deacetylase (HDAC) inhibitors with Pharmion Corporation in North America, Europe, the Middle East and certain other markets. This transaction was valued at up to US$272 million and was thought to be the largest early stage biotechnology pact in Canada. As part of the transaction, Pharmion subscribed for US$5 million of MethylGene common shares.
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Tim Hortons Inc.
Acted for Tim Hortons Inc. in its spin-off from Wendy's International, Inc. valued at $4.6 billion.
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EdgeStone Capital Equity Fund III LP
Acted for private equity fund EdgeStone Capital Equity Fund III LP in its acquisition, along with its co-investors including Canada Pension Plan Investment Board, of a 50% interest in Continental Alloys & Services, a Houston-based global manufacturer and distributor of bar and tubular products for the oilfield service industry.
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Onex Corporation
Acted for Onex Corporation, which owned Mid-Western Aircraft Systems, which acquired the Wichita/Tulsa divisions of Boeing Commercial Airplanes in a transaction valued at $1.5 billion.
Speaking Engagement
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Co-host, International Fiscal Association, 2023 IFA Annual Conference, “Luncheon Fireside Chat with Peter Blessing, the Associate Chief Counsel-International of the IRS and Steven Shay, former Assistant Treasury Secretary for Tax Policy”; Chicago, IL
Apr. 28, 2023
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Federal Courts Weigh in on the FBAR: Providing Relief from Outrageous Penalties
Mar. 22, 2023 - In this bulletin, we highlight two recent federal court cases in which U.S. taxpayers won major victories against the United States with respect to their obligations to report non-U.S. accounts on FinCEN Form 114 – Report of Foreign Bank and Financial Accounts, more commonly referred to...
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U.S. Tax Laws: A Review of 2022 and a Look Ahead to 2023
Feb. 21, 2023 - As we settle into the new year, let’s take a moment to first consider last year’s tax developments and then take a look ahead to what 2023 might have in store for us. Review of U.S. Tax Developments in 2022 In 2022 we finally saw some movement on President Biden’s tax policy with the...
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Disclosure Requirements Aimed at Shell Companies, co-editor
Jan. 24, 2023 - Canadian Tax Journal, Vol. 70, No. 4, (Canadian Tax Foundation)
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Upcoming Proposed Regulatory Changes to Stock Buyback Excise Tax
Dec. 29, 2022 - With another new year nearly upon us, we call attention to regulatory changes to the Stock Buyback Excise Tax that will be proposed to take effect on January 1 and the implications on more non-U.S. corporations. Specifically, we address exceptions for (i) a broad new per se funding rule...
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U.S. Climate Change and Healthcare Bill Moves Democrats’ Tax Policy Forward
Aug. 18, 2022 - The Inflation Reduction Act of 2022 (Act), which was signed into law on August 16, is intended to fight inflation and address climate change. The Act provides for over $360 billion in energy- and climate-related investments, including the expansion, extension and creation of numerous tax...
In the News
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Interview, Law360 Tax Authority, “US May Feel Pressure To Enact Int'l Min. Tax Deal, Eventually”
June 10, 2022 - Read the full article (available to subscribers).
Article
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Is the Tug of War Between the Senate and the U.S. Administration over BEPS Pillar One Jurisdiction at Least Partially Illusionary?, co-author
Mar. 04, 2022 - Bloomberg Tax International Forum, Vol. 51, No. 3 (The Bureau of National Affairs, Inc)
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U.S. Tax Laws: A Review of 2021 and a Look Ahead to 2022
Mar. 03, 2022 - Review of U.S. Tax Developments in 2021 Last year, we predicted that the biggest U.S. tax news in 2021 would be revenue-raising legislation that the Democrats would put forward after the election of Joe Biden as the 46th president of the United States. As we went to press last year, runoff...
In the News
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Interview, Law360 Tax Authority, “Transition Tax Campaign Expected To Fuel Further Disputes”
Dec. 10, 2021 - Read the full article (available to subscribers).
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Revised U.S. Tax Proposals Will Affect Foreign Investment
Nov. 08, 2021 - The U.S. House Committee on Rules recently released an updated version of the Build Back Better Act (Act) to reflect the White House’s Build Back Better framework (Framework) announced on the same day (October 28, 2021). The Framework reflects a significant reduction in the scope of the...
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House Democrats Release Details on Proposed Tax Increases
Sept. 16, 2021 - Democrats on the House Ways and Means Committee have released a package of tax provisions (Ways and Means Proposal) that, if enacted, would provide funding for the infrastructure legislation that has been making headlines all summer (Infrastructure Legislation). The changes to the current tax laws...
Article
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Biden Proposal Would Dramatically Alter Longstanding U.S. Gift and Estate Tax Planning for Wealthy Families, co-author
July 02, 2021 - Tax Management International Journal, Vol. 50, Issue 7 (Bloomberg TAX)
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Article
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Getting Burnt by a Cross-Border Freeze: Traps for the Unwary Under Code Sec. 2701, co-author
July 01, 2021 - International Tax Journal, Vol. 47, Issue 4 (Wolters Kluwer)
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Bulletin
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Biden Proposes to Sharply Increase Taxes on Corporations and High-Income Individuals, While Encouraging Investment in Renewable Energy
June 03, 2021 - As expected, President Biden’s administration released a $6-trillion budget proposal for the coming fiscal year (Budget), including $3.6 trillion of tax increases over 10 years and generous tax credits to incentivize clean energy and certain infrastructure projects. The Treasury Department...
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Biden Administration Unveils Tax Plan to Boost Investments in Infrastructure
Apr. 06, 2021 - President Biden and his administration recently released the American Jobs Plan, which provides additional detail on policies that were discussed throughout President Biden’s campaign and the early days of his administration. Through the American Jobs Plan, which was released on March 31, 2021,...
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U.S. Tax Laws: A Review of 2020 and a Look Ahead to 2021
Jan. 28, 2021 - Review of U.S. Tax Developments in 2020 At the end of 2019, most U.S. tax practitioners expected that the most important U.S. tax developments in 2020 would cluster around two topics. First, the IRS was expected to continue issuing guidance under the monumental tax reform legislation enacted at...
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IRS Issues New Proposed Regulations Under the Section 1061 Carried Interest Rules
Sept. 29, 2020 - The U.S. Internal Revenue Service (IRS) published proposed regulations (the Proposed Regulations) on August 14, 2020, providing much-needed guidance on the implementation of the carried interest rules under Section 1061.1 These rules will be of great interest to investment fund...
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IRS Releases Final Regulations on Deductibility of Business Interest Expense
Aug. 05, 2020 - The IRS recently released long-awaited final regulations (Final Regulations) on the limitation on the deductibility of interest expenses under section 163(j), along with new proposed regulations (New Proposed Regulations) that address a variety of highly technical issues that are not covered by the...
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IRS Finalizes High-Tax Exception to GILTI
July 22, 2020 - The U.S. Treasury Department and the IRS have released final regulations (2020 Final Regulations) allowing certain domestic shareholders of a “controlled foreign corporation” (CFC) to elect under a high-tax exception to opt out of the tax imposed on the CFC’s “global intangible low-taxed income”...
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Final U.S. Treasury Regulations Disappoint by Retaining Broad Debt-Equity Recharacterization Rules
May 28, 2020 - The U.S. Treasury Department has issued regulations for debt-equity recharacterization under section 385 of the Internal Revenue Code (the Final Regulations) that finalize without substantive change proposed regulations promulgated in October 2016 (the 2016 Proposed Regulations). Section 385...
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U.S. Treasury Issues Guidance on Applying Tax Treaties After USMCA Supersedes NAFTA
May 21, 2020 - The U.S. Department of the Treasury and the IRS released Announcement 2020-6, which indicates that references to the North American Free Trade Agreement (NAFTA) in U.S. tax treaties will be interpreted as references to the Agreement between the United States of America, the United Mexican States,...
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IRS Proposes Regulations for U.S. Tax-Exempt Organizations with Multiple Unrelated Businesses
Apr. 27, 2020 - The IRS has proposed regulations (Proposed Regulations) on how a tax-exempt organization should classify multiple business and investment activities for the purpose of determining its unrelated business taxable income (UBTI). The Proposed Regulations are based on previous guidance issued by the...
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IRS Provides COVID-19 Relief for Stranded “Snowbirds” and Other International Travellers
Apr. 24, 2020 - The emergence of COVID-19 in early 2020 has created significant global challenges, not the least of which include restrictions on the ability to travel between countries. In particular, these restrictions sometimes have made it difficult for “snowbirds” – Canadian residents who seek refuge from...
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IRS Issues Final and Proposed Regulations on Hybrid Entities and Transactions
Apr. 15, 2020 - U.S. tax practitioners were the first to use hybrid instruments and entities in international tax planning. It is therefore neither surprising nor inappropriate that the United States was the first country (in 1997) to enact an anti-hybrid rule (in section 894(c) of the U.S. Internal Revenue...
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U.S. Congress Provides COVID-19 Relief by Passing CARES Act
Mar. 30, 2020 - The emergence of COVID-19 has sent a shock wave through the world economy, resulting in significant disruption to the financial markets, the shuttering of entire industries and the lockdown of major cities across the globe. As a result, many national governments are applying every policy tool at...
Speaking Engagement
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International Fiscal Association, US-Canada Joint Meeting, “US–Canada Income Tax Treaty”; Boston, MA
Feb. 26, 2020
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U.S. Tax Laws: A Review of 2019 and a Look Ahead to 2020
Jan. 30, 2020 - Review of U.S. Tax Developments in 2019 In 2019, the U.S. tax world continued to be primarily concerned with developing guidance under the monumental Tax Cuts and Jobs Act (TCJA), which was enacted at the end of 2017. Major regulatory projects were proposed beginning in 2018, including...
Article
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Selected US Tax Developments: Guidance on Qualified Shareholders of REITs Still Lacking, co-author
Dec. 31, 2019 - Canadian Tax Journal, Vol. 67, No. 4 (Canadian Tax Foundation)
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Bulletin
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IRS Issues New Final and Proposed Regulations Under the U.S. Base Erosion and Anti-Abuse Tax
Dec. 10, 2019 - Summary The IRS released final and proposed regulations providing further guidance and addressing certain open issues under the base erosion and anti-abuse tax (BEAT). The final regulations, based partly on the IRS’s response to comments received, clarify previously proposed regulations,...
Speaking Engagement
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PIAC Tax Forum, “Regulations and Amendments on US Tax”; Montréal, QC
Nov. 29, 2019
Article
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Not Whether but When and How: U.S. Response to Unilateral Digital Taxation
Nov. 07, 2019 - A version of this article was originally published on Bloomberg Tax. It is reproduced with permission from © 2019 The Bureau of National Affairs, Inc. (800-372-1033) www. bna.com. Given the disruption in world order evidenced by recent elections, civil wars, mass protests and Brexit, perhaps it...
Article
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Not Whether But When and How: U.S. Response to Unilateral Digital Taxation, co-author
Oct. 31, 2019 - Bloomberg Tax International Forum (The Bureau of National Affairs, Inc)
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Speaking Engagement
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International Fiscal Association, USA-Ireland Joint Meeting, “Taxation of the Digital Economy”; Dublin, Ireland
Sept. 05, 2019
Article
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Qualified Opportunity Zones and the Opportunity for Foreign Investors, co-author
July 30, 2019 - International Tax Journal, Vol. 45. No. 4 (Wolters Kluwer)
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U.S. Issues Taxpayer-Favourable Regulations Under GILTI and Subpart F Regimes
July 03, 2019 - The U.S. Treasury Department and the IRS have issued guidance relating to the new tax on the “global intangible low-taxed income” (GILTI) of a “controlled foreign corporation” (CFC). Generally, GILTI is the portion of a CFC’s earnings that exceeds a specified return on the CFC’s foreign assets. ...
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IRS Proposes Regulations That Would Liberally Apply Exemption from FIRPTA to Qualified Foreign Pension Funds
June 07, 2019 - The IRS recently released long-awaited proposed regulations to implement an exemption from U.S. federal taxes on the disposition of interests in U.S. real estate by certain foreign pension funds known as “qualified foreign pension funds” (QFPFs). Background Under the Foreign Investment...
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IRS Proposes New Rules for Withholding on Interest Transfers in Certain Partnerships
May 13, 2019 - The landmark U.S. tax reform legislation that was enacted at the end of 2017 contained a new federal income tax on gain realized by a foreign seller on the transfer of an interest in a partnership that is engaged in a U.S. trade or business. This measure reversed a court decision that had...
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Canadian and U.S. Tax Laws: A Review of 2018 and a Look Ahead to 2019
Jan. 31, 2019 - In our annual Tax Review and Outlook report, we look back at significant developments in the Canadian and U.S. tax landscapes in 2018 and offer our predictions on what to expect in 2019. Key Canadian Developments in 2018 Budget 2018 scaled back controversial initiative on taxation of...
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U.S. Tax Laws: A Review of 2018 and a Look Ahead to 2019
Jan. 31, 2019 - Review of U.S. Tax Developments in 2018 U.S. taxpayers will remember 2018 as the year spent coming to terms with the tax reform legislation enacted at the end of 2017, known as the Tax Cuts and Jobs Act (TCJA). The TCJA included a surprisingly large number of new tax rules that...
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U.S. Proposed Regulations Target Hybrid Structures and Instruments Retroactively
Jan. 03, 2019 - The United States was initially reluctant to adopt the recommendations of the base erosion and profit shifting (BEPS) initiative spearheaded by the OECD and the G20 group of nations. However, the major tax reform legislation known as the Tax Cuts and Jobs Act includes several provisions...
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IRS Proposes Regulations Under the Base Erosion and Anti-Abuse Tax
Dec. 18, 2018 - The Tax Cuts and Jobs Act replaced the U.S. federal corporate alternative minimum tax with the base erosion and anti-abuse tax (BEAT), which targets deductible payments made after 2017 by certain large corporations to foreign related parties.1 This week, the IRS issued...
Article
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Selected US Tax Developments, co-author
Dec. 15, 2018 - Canadian Tax Journal, Vol. 66, Issue 4 (Canadian Tax Foundation)
Read more on Selected US Tax Developments.
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Proposed Regulations Would Implement U.S. Interest Stripping Rules After Tax Reform
Nov. 29, 2018 - As we have noted previously, the Tax Cuts and Jobs Act of 2017 dramatically changed the limitation on the deductibility of interest expense under section 163(j).1 Under the revised provision, the limitation applies to all taxpayers (not just to corporations) and to business...
In the News
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Peter Glicklich Speaks to Lexpert About Landmark U.S. Tax Ruling
Oct. 05, 2018 - In an article published recently in Lexpert, Davies partner Peter Glicklich speaks about the implications of the Supreme Court of the United States’ decision in South Dakota v Wayfair Inc., which held that states can require online retailers to collect sales taxes even if the...
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U.S. Supreme Court Decision Permits States to Tax Online Retailers Without Any In-State Physical Presence
June 26, 2018 - The U.S. Supreme Court has released a much-anticipated decision in South Dakota v Wayfair, Inc., which overturned the Court’s decades-old limitation on states’ power to assert sales tax jurisdiction over out-of-state sellers. In this strongly worded opinion, released on June 21, 2018,...
Article
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Canada-U.S. Investment: Canadian Tax Perspective - Elimination of 30-Day Requirement and Impact on Cross-Border Estate, co-author
June 08, 2018 - Tax Management International Forum, Vol. 47, Issue 6 (Bloomberg TAX)
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Article
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United States Chapter, co-author
Mar. 01, 2018 - Tax Management International Forum, Vol. 39, Issue 1 (Bloomberg BNA)
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Speaking Engagement
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Practising Law Institute, International Tax Issues 2018, “Inbound Planning and Developments”; New York, NY
Feb. 06, 2018
Article
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Impact of US Tax Reform on Cross-Border M&A, co-author
Jan. 23, 2018 - Canadian Tax Journal, Vol. 64, Issue 4 (Canadian Tax Foundation)
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Article
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Selected US Tax Developments, co-editor
Jan. 23, 2018 - Canadian Tax Journal, Vol. 64, Issue 4 (Canadian Tax Foundation)
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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 2017 As we...
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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....
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Republicans Poised to Enact Transformative U.S. Federal Tax Reform
Dec. 19, 2017 - Congressional Republicans are on the cusp of enacting transformative U.S. federal tax reform and getting a bill on President Trump’s desk for signature, likely by the end of this week. U.S. tax reform of the type described below can have significant U.S. tax consequences for businesses and...
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House Republicans Moving Forward on U.S. Tax Reform
Nov. 03, 2017 - After many promises and surprising secrecy, House Republicans took a significant step toward enacting transformative federal tax legislation on November 2, 2017. The House Republicans released a bill titled the “Tax Cuts and Jobs Act” (Act), which adopts many of the principles set forth in the...
Speaking Engagement
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Bloomberg BNA, Tax Management International Forum – Fall Meeting; London, UK
Oct. 27, 2017
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U.S. Treasury Will Scale Back Debt-Equity and Certain Other Regulations
Oct. 10, 2017 - On the basis of an executive order by President Trump to reduce the burden of tax regulations, the Secretary of the Treasury (Secretary) identified on June 22, 2017, eight regulations from January 1, 2016, to be reviewed (June Report). The Secretary has now provided final recommendations (October...
Article
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United States Chapter
Sept. 15, 2017 - Tax Management International Forum, Vol. 38, Issue 3 (Bloomberg BNA)
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Speaking Engagement
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Bloomberg BNA, IFA 2017 Rio Special Session, “Impact of Tax Reform on M&A”; Rio de Janeiro, Brazil
Aug. 29, 2017
Speaking Engagement
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International Fiscal Association, 2017 Joint Meeting USA-Colombia, “Pot Pouri of Tax Developments in the U.S. and Colombia”; Bogotá, Colombia; Aug. 24 & 25, 2017
Aug. 24, 2017
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U.S. Tax Court Exempts Gain on Sale of Interests in ECI-Generating Partnerships
July 18, 2017 - The Tax Court in Grecian Magnesite Mining, Industrial & Shipping Co., SA (149 TC No. 3 (2017)) (Grecian Magnesite) has determined that gain from a non-U.S. corporation’s sale of an interest in a U.S. partnership that was engaged in a U.S. trade or business did not give rise to...
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Faculty member, Financial Research Associates, Private Investment Fund Tax Master Class; New York, NY; May 23 & 24, 2017
May 23, 2017
Speaking Engagement
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Contributor and faculty member, Bloomberg BNA, Tax Management International Forum: The Challenge of Hybrid Mismatches; Paris, France
Apr. 21, 2017
Article
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Lessons from Canada and the WTO: The U.S. Should Embrace a VAT
Apr. 17, 2017 - The current Republican government in the United States campaigned on a promise of comprehensive tax reform. As a result, many commentators believe big changes – including a consumption tax like a value-added tax (VAT) – may now be possible. In this article, originally published in Bloomberg BNA’s...
Speaking Engagement
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Practising Law Institute, International Tax Issues 2017, “Inbound Planning and Developments”; New York, NY
Feb. 07, 2017
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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...
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Onerous US Reporting Requirements for US Members of Non-US Family-Controlled Entities: It’s All in the Family
Jan. 11, 2017 - Family wealth and business planning often gives rise to structures that come with burdensome reporting obligations for minority US shareholders. In this Canadian Tax Journal article, Davies partners Peter Glicklich and Gregg Benson point out some of the cases where the burden is much...
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IRS Should Allow QCIV Self-Designation Under FIRPTA
Dec. 16, 2016 - As part of the Protecting Americans from Tax Hikes Act of 2016 (PATH Act), Congress enacted a new exemption from the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) for foreign entities that are “qualified shareholders” of certain publicly traded real estate...
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IRS Issues Broad Disclosure Rules for Foreign-Owned Disregarded U.S. Entities
Dec. 15, 2016 - In the flood of guidance being issued in the waning days of the Obama administration, the IRS and Treasury Department have finalized regulations that require foreign owners of single-member U.S. LLCs to file an information return on IRS Form 5472, “Information Return of a 25% Foreign-Owned U.S. ...
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United States Chapter
Dec. 15, 2016 - Tax Management International Forum, No. 4 (Bloomberg BNA)
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Final U.S. Debt-Equity Regulations Are Not as Sweeping as Feared
Oct. 17, 2016 - On October 13, 2016, the Treasury Department released final regulations (and related temporary regulations) under section 385 (Final Regulations).1 The Final Regulations recharacterize certain issuances of related-party debt as equity for U.S. federal tax purposes. The Final...
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FinCen Extends Required Disclosures of High-End Real Estate Transactions to New Jurisdictions
Aug. 03, 2016 - In an e-communication dated February 4, 2016 (New Disclosures Required in High-End Residential Real Estate Transactions in Manhattan and Miami), we reported that the Financial Crimes Enforcement Network (FinCen) of the U.S. Treasury Department had established a temporary program that requires new...
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United States Proposes Further Limits on Spinoffs
July 19, 2016 - Spinoffs or splitoffs are commonly sought by shareholder activists of public companies to increase shareholder value. Such proposals assume the tax-free nature of the transaction, because a taxable transaction could involve tax to both the distributing corporation (Distributing) and its...
Speaking Engagement
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New York University, Summer Institute in Taxation annual conference; July 18 to 29, 2016
July 18, 2016
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Will Canadian Pension Plans Feast on U.S. Infrastructure (Without FIRPTA)?
May 17, 2016 - This column, which was originally published in Tax Management International Journal, considers whether changes to U.S. tax law made by the Protecting Americans from Tax Hikes Act of 2015 (the PATH Act) are likely to increase investment by Canadian pension plans in U.S. infrastructure. ...
In the News
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What the U.S. Presidential Hopefuls Are Saying on Tax Reform – International Tax Review
May 05, 2016 - Davies partner Peter Glicklich spoke with International Tax Review for its article examining the corporate tax reform proposals of the U.S. presidential candidates, offering his insights on the platforms of aspiring Democratic and Republican nominees. Download the article.
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IRS Issues Tough New Anti-Inversion Regulations
Apr. 11, 2016 - The U.S. Treasury Department and the Internal Revenue Service (IRS) recently took a major step forward in their fight against inversion transactions by releasing an extensive package of new temporary regulations under section 7874 of the Internal Revenue Code. The new rules will affect pending...
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IRS Proposes Broad Limit on Intercompany Debt
Apr. 08, 2016 - The Internal Revenue Service has proposed new regulations that would generally treat intercompany indebtedness in corporate groups with 80% common ownership as equity for U.S. tax purposes. The new restrictions are proposed to be effective for any indebtedness issued on or after April 4, 2016,...
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Fund Management Fee Waivers Under Attack
Jan. 21, 2016 - In this article published in the International Tax Journal, Davies partners Peter Glicklich and Heath Martin examine the proposed regulations issued by the IRS concerning disguised payments for services between partners and partnerships. The regulations are aimed at curtailing the...
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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...
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U.S. Taxation of International Shipping & Air Transport Activities (Portfolio 6740)
Dec. 31, 2015 - Premier International Tax Library (Bloomberg BNA)
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U.S. Tax Extenders Make Major Revisions to FIRPTA and REIT Rules
Dec. 21, 2015 - With the end of the year looming, both houses of the U.S. Congress approved, and President Obama signed, the Protecting Americans from Tax Hikes Act of 2015 (PATH Act). Nestled among the PATH Act’s numerous “extenders” – provisions that extend favourable tax provisions that would...
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Inversion Transactions: IRS Says More Regulations Are Coming
Nov. 25, 2015 - The IRS, in continuing to respond to pressures from Congress and President Obama, issued Notice 2015-79 (Notice) on November 19, 2015, which further restricts so-called inversion transactions under Section 7874 of the Internal Revenue Code. According to the Notice, regulations will be issued...
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New IRS Partnership Audit Procedures Coming to the United States
Nov. 18, 2015 - The recently enacted Bipartisan Budget Act of 20151 contains major changes to future IRS partnership-level audit procedures. The Act replaces the existing rules for partnership taxable years beginning in 2018. Though the effective date is still two years away, the rules...
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IRS Announces Expanded “No-Rule” Area for Spinoffs
Sept. 16, 2015 - On January 27, 2015, Yahoo Inc. announced its intention to seek an IRS private ruling that would confirm its view that the inclusion of a relatively small active business along with its stake in Alibaba Group Holding Ltd. would meet the “active business requirement” for...
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U.S. Treasury Proposes Significant Changes to the Model Tax Treaty and Requests Comments
June 02, 2015 - On May 20, 2015, the U.S. Treasury Department released proposed changes to the U.S. model tax treaty, which has not been updated since 2006. The Treasury Department has departed from its usual process for revising the U.S. model tax treaty by publishing drafts of certain of the more meaningful...
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Activities of Fund Manager Cause Fund to Be Engaged in U.S. Trade or Business
Jan. 16, 2015 - The United States taxes non-residents on income that is considered “effectively connected” to a trade or business carried on in the United States. Canada and most other countries adopt a similar approach. But pursuant to a safe harbour provided in the U.S. Code, trading...
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Canadian and U.S. Tax Law: A Review of 2014 and a Look Forward to 2015
Jan. 13, 2015 - 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 forward to possible Canadian and U.S. tax developments in the coming year. I. CANADIAN TAX REVIEW AND...
