Application of 10%-of-voting power test where sister companies held through holding “Aggregator” LP (pp. 5, 9)
[A] PE fund limited partnership...
Use of holding “Aggregator” LP to hold CFAs may generate FAPI (pp. 9-10)
The potential FAPI issue arises from the fact that the income of the...
Potential adverse thin cap consequences of U.S. lenders pushing for a single U.S. borrower (pp. 10-11)
One of the Canadian tax issues that can...
No s. 245(4) abuse where use of a Canadian GP to avoid FAD rules (pp. 15, 16)
[T]he purpose of the FAD rules is to deter foreign multi-nationals...
Potential unavailability of “bump and run” where management are expected to retain interest in company (p. 15)
Where Target is a 10(f)...
No relief for a non-s. 87(11) amalgamation of Acquireco, Target and Target subs (p. 15)
[T]here is no explicit relief for an amalgamation is not...
Quaere whether FAD rules apply to a non-s. 87(11) amalgamation (pp. 15-16)
[T]here is no explicit relief for an amalgamation is not described in...
Scope of requirement for exercise of principal decision-making authority under more closely connected business (MCCB) activities exception...
Difficulty in having employee optionholders share in post-closing adjustments (p. 24)
Sellers, especially PE sellers, will often expect that...
Difficulty of determining FMV of management’s optioned shares where they rank lower in the waterfall (pp.20-21)
[S]tock options are typically...
Use of s. 256(9) election for seller of Target to get benefit of debt repayment by Target immediately before the closing (pp. 22-23)
The payoff of...
Efficacy of payments by direction (p. 24)
[W]ires are often made directly from the source of the funds (e.g. the PE [private equity] fund capital...
Difficulty of determining FMV of management’s optioned shares where they rank lower in the waterfall (pp.20-21)
[S]tock options are typically...