Symposium 2023 - How Tax Can Throw a Wrench into your Transaction

We will discuss various tax issues that can come up in the course of a typical M&A deal which could have an impact on the terms, structure, or even feasibility of the deal. These include tax issues relating to:

• Stock options (particularly where earn-outs and holdbacks are involved);
• Reportable transactions;
• Pre-Sale distributions of redundant assets;
• “Taxable Canadian Property” or TCP related issues where a purchase price holdback may be required;
• Leveraged deals/clearing out excess cash (recent court case of Foix);
• “Foreign Affiliate Dumping” or FAD; and
• Deals involving partnerships and tax-exempt entities.

We will also talk about scenarios in which some of these issues might arise, and what can in some cases be done to deal with them (apart from catching them early).

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