2014 Ruling 2013-0511991R3 - Loss consolidation

Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the CRA.
Prenez note que ce document, bien qu'exact au moment émis, peut ne pas représenter la position actuelle de l'ARC.

Principal Issues: Loss consolidation.

Position: Favourable rulings issued.

Reasons: Meets statutory and administrative requirements.

XXXXXXXXXX
2013-051199

XXXXXXXXXX, 2014

XXXXXXXXXX:

Re: XXXXXXXXXX
Advance Income Tax Ruling Request

We are writing in response to your letter of XXXXXXXXXX wherein you requested an advance income tax ruling on behalf of the above-referenced taxpayer. We also acknowledge the information provided in correspondence and telephone conversations concerning your request. Any information you have provided to us forms part of this ruling only to the extent it is expressly referred to or described herein.

To the best of your knowledge and that of the above-referenced taxpayer, none of the issues involved in this ruling is:

a) dealt with in an earlier tax return of the above-referenced taxpayer, or a related person,

b) being considered by a Tax Services Office or Taxation Centre in connection with a previously filed tax return of the above-referenced taxpayer or a related person,

c) under objection or appeal by the above-referenced taxpayer, or a related person,

d) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has expired, or

e) the subject of a ruling previously issued by the Income Tax Rulings Directorate.

Further, the above-referenced taxpayer represents that the Proposed Transactions described herein will not result in it, or any related person, being unable to pay its outstanding tax liabilities. Unless otherwise expressly stated, every reference herein to a part, section or subsection, paragraph or subparagraph and clause or subclause is a reference to the relevant provision of the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c.1, as amended from time to time and consolidated to the date of this letter (the "Act"), and the Income Tax Regulations thereunder are referred to as the "Regulations".

DEFINITIONS

In this letter, unless otherwise specified, all references to monetary amounts are in Canadian dollars and the following terms have the meanings specified:

"ACo" is a corporation to be incorporated under the BCA as described in Paragraph 9;

"ACo Common Shares" has the meaning assigned in Paragraph 9;

"adjusted cost base" has the meaning assigned by section 54;

"affiliated persons" has the meaning assigned by section 251.1 read without reference to the definition of "controlled" in subsection 251.1(3);

"agreed amount" means the amount that a transferor and transferee have agreed upon in a joint election under subsection 85(1) in respect of a transfer of eligible property;

"Agreeing Province" means a province that has entered into an agreement with the Government of Canada under which the Government of Canada will collect taxes payable under the income tax statute of that province and will make payments to that province in respect of the taxes so collected;

"arm's length" has the meaning assigned by subsection 251(1);

"BCA" means the XXXXXXXXXX;

"capital property" has the meaning assigned by subsection 54;

"CRA" means the Canada Revenue Agency;

"dividend rental arrangement" has the meaning assigned by subsection 248(1);

"eligible property" has the meaning assigned by subsection 85(1.1);

"excepted dividend" has the meaning assigned by section 187.1;

"excluded dividend" has the meaning assigned by subsection 191(1);

"fair market value" means the highest price available in an open and unrestricted market, between informed, prudent parties, acting at arm's length and under no compulsion to act, expressed in terms of cash;

"financial institution" has the meaning assigned by subsection 190(1);

"financial intermediary corporation" has the meaning assigned by subsection 191(1);

"forgiven amount" has the meaning assigned by subsections 80(1) and 80.01(1);

"General Anti-avoidance Provision of an Agreeing Province" means:

XXXXXXXXXX

"guarantee agreement" has the meaning assigned by subsection 112(2.2);

XXXXXXXXXX;

"Loan 1" means an interest bearing loan made by Lossco to ACo, the principal amount of which will equal the principal amount of the Lossco Loan. Loan 1 will bear interest at an annual rate, based on market conditions at the time the loan is granted, which will not exceed what would be a reasonable commercial rate in these circumstances. The principal amount of Loan 1 will not exceed the amount that ACo could reasonably be expected to borrow from an arm's-length financial institution and will not cause ACo to contravene any debt covenants. Interest on Loan 1 will be payable each calendar year on the earliest of XXXXXXXXXX or such time that Loan 1 is repaid;

"Loan 2" means a non-interest bearing loan made by Newco to Lossco, the principal amount of which will equal the principal amount of the Lossco Loan;

"Lossco" means XXXXXXXXXX;

"Lossco Loan" means a loan made by either the Parent or an unrelated, arm's-length financial institution to Lossco, the principal amount of which will be approximately $XXXXXXXXXX, as described in Paragraph 12. The exact principal amount of Lossco Loan will be finalized when the Proposed Transactions are implemented. The principal amount of the Lossco Loan will not exceed the amount that Lossco could reasonably be expected to borrow from an arm's-length financial institution and will not cause Lossco to contravene any debt covenants.

"Newco" is a corporation to be incorporated under the BCA, as described in Paragraph 10;

"Newco Note" has the meaning assigned in Paragraph 23(a);

"Newco Preferred Shares" means the preferred shares to be issued by Newco, described in Paragraph 11;

"non-capital loss" has the meaning assigned by subsection 111(8);

"non-resident" has the meaning assigned by subsection 248(1);

"Opco" means XXXXXXXXXX;

"Opco Common Shares" has the meaning assigned in Paragraph 25;

"paid-up capital" has the meaning assigned by subsection 89(1);

"Paragraph" means a numbered paragraph in this letter;

"Parent" means XXXXXXXXXX;

"principal amount" has the meaning assigned by subsection 248(1);

"private corporation" has the meaning assigned by subsection 89(1);

"Proposed Transactions" means the transactions described in Paragraphs 9 to 29;

"related persons" has the meaning assigned by subsection 251(2);

"safe-income determination time" has the meaning assigned by subsection 55(1);

"specified financial institution" has the meaning assigned by subsection 248(1);

"taxable Canadian corporation" has the meaning assigned by subsection 89(1);

"taxable dividend" has the meaning assigned by subsection 89(1);

"term preferred share" has the meaning assigned by subsection 248(1);

"Treaty" means the XXXXXXXXXX; and

"Unwind Year" has the meaning assigned by Paragraph 23.

FACTS

1. Lossco was incorporated under the XXXXXXXXXX and is a taxable Canadian corporation and a private corporation. The taxation year of Lossco ends on XXXXXXXXXX. The authorized capital of Lossco consists of common shares. Lossco is a wholly-owned subsidiary of Parent and acts as a holding company. Lossco's assets in Canada include its investment in Opco. Lossco generally does not have taxable income as it does not have significant activity besides performing certain centralized functions for Opco such as financing. Lossco deals with the XXXXXXXXXX Tax Services Office and files its tax returns with the XXXXXXXXXX Taxation Centre.

2. Parent is a corporation incorporated under the laws of XXXXXXXXXX, is a non-resident of Canada for purposes of the Act, and is a resident of XXXXXXXXXX for the purposes of the Treaty. Parent owns all of the issued and outstanding shares of Lossco.

3. At XXXXXXXXXX, Lossco owed $XXXXXXXXXX to Parent in respect of a loan obligation entered into on XXXXXXXXXX, bearing interest at a rate of XXXXXXXXXX% per annum. The amount of this loan does not result in the denial of any interest deduction by virtue of subsection 18(4). All interest payments made by Lossco to Parent on this debt will be exempt from non-resident withholding tax under XXXXXXXXXX of the Treaty. Lossco relies on dividends from Opco to finance its outstanding debt, including principal and interest payments to Parent. These taxable dividends are deductible to Lossco pursuant to subsection 112(1).

4. Absent the Proposed Transactions, it is expected that Lossco would annually generate non-capital losses caused principally by the interest expense on the debt to Parent. These non-capital losses, as summarized below, are expected to accumulate in Lossco and would remain unused without the implementation of the Proposed Transactions.

Year of origin Non-Capital Losses of Lossco
XXXXXXXXXX XXXXXXXXXX

5. Lossco's non-capital losses are XXXXXXXXXX% allocable to XXXXXXXXXX as Lossco's only permanent establishment is that province.

6. Opco was continued under the XXXXXXXXXX and is a taxable Canadian corporation and a private corporation. The taxation year of Opco ends on XXXXXXXXXX. Opco is XXXXXXXXXX and its primary business is the XXXXXXXXXX. The authorized capital of Opco consists only of an unlimited number of voting common shares without par value. Opco deals with the XXXXXXXXXX Tax Services Office and files its tax returns with the XXXXXXXXXX Taxation Centre.

7. Lossco owns all of the issued and outstanding shares of Opco.

8. Opco earned taxable income of $XXXXXXXXXX in its XXXXXXXXXX taxation year and expects to continue to earn significant taxable income in its XXXXXXXXXX and subsequent taxation years. Opco's income in its XXXXXXXXXX taxation year is expected to be approximately XXXXXXXXXX.

PROPOSED TRANSACTIONS

9. Lossco will incorporate ACo under the BCA. ACo will be a taxable Canadian corporation. The taxation year of ACo will end on XXXXXXXXXX. Lossco will subscribe for common shares of ACo on incorporation for $XXXXXXXXXX (the "ACo Common Shares"). Lossco will hold the ACo Common Shares as capital property. ACo will not carry on any business and its activities will be limited to investing the loan proceeds, received from Lossco as described in Paragraph 13, in the Newco Preferred Shares, as described in Paragraph 14. ACo will not be a financial intermediary corporation.

10. Lossco will incorporate Newco under the BCA. Newco will be a taxable Canadian corporation. The taxation year of Newco will end on XXXXXXXXXX. Lossco will subscribe for common shares of Newco for $XXXXXXXXXX. Newco will not carry on any business and its activities will be limited to investing the proceeds received upon the issuance of the Newco Preferred Shares, as described in Paragraph 14, in a non-interest bearing loan to Lossco, as described in Paragraph 15. Newco will not be a financial intermediary corporation.

11. The authorized capital of Newco will consist of two classes of shares, common shares and preferred shares (the "Newco Preferred Shares"). Each Newco Preferred Share will be non-voting, and redeemable and retractable for the amount for which it was issued. Dividends on the Newco Preferred Shares will accrue at a fixed rate on a daily basis and will be payable each calendar year on the earliest of XXXXXXXXXX and the time any Newco Preferred Shares are redeemed or retracted. The dividend rate, expressed as a percentage of the amount for which a Newco Preferred Share was issued, will be equal to the sum of XXXXXXXXXX% plus the interest rate on Loan 1.

12. On or before XXXXXXXXXX, Lossco will borrow approximately $XXXXXXXXXX from either Parent or an unrelated arm's-length financial institution on a daylight loan basis (the "Lossco Loan") on arm's-length commercial terms customary for this type of loan. For greater certainty, if Lossco borrows from Parent, the interest rate on such borrowing will be between nil and an arm's-length rate customary for this type of loan. Lossco will fund any fees or costs associated with the Lossco loan with existing cash or by borrowing from one or more of its affiliates.

13. Lossco will use the total proceeds received under the Lossco Loan, described in Paragraph 12, to make Loan 1 to ACo.

14. ACo will use the total proceeds received from Loan 1 to subscribe for Newco Preferred Shares having an aggregate redemption amount and fair market value equal to the total amount of the subscription proceeds. The full amount of the subscription proceeds will be added to the stated capital of the Newco Preferred Shares and will form part of the permanent capital of Newco. The paid-up capital of each Newco Preferred Share issued will be equal to its redemption amount.

15. Newco will use the total proceeds received from the Newco Preferred Share subscription, described in Paragraph 14, to make Loan 2 to Lossco.

16. Lossco will use the total proceeds received from Loan 2 to repay the Lossco Loan.

17. Lossco and Newco will enter into a capital support agreement. The agreement will provide for the contribution of capital by Lossco to Newco in a manner that allows Newco to satisfy its dividend obligations on the Newco Preferred Shares.

18. All of the transactions described in Paragraphs 12 to 17 will take place on the same day and in the order described.

19. Subsequent to the transactions described in Paragraphs 12 to 17, on XXXXXXXXXX (or another date agreed upon by Lossco, ACo, and Newco) of each fiscal year until the Unwind Year, as described in Paragraph 23, while Loan 1 is outstanding, Lossco will make a contribution of capital to Newco in an amount equal to the accrued dividends payable at that time on the Newco Preferred Shares. No shares will be issued by Newco with respect to the contribution of capital and no amount will be added to the stated capital of any class of shares of Newco, and, for greater certainty, to the paid-up capital of any class of shares of Newco. For accounting purposes, the amount of the contribution of capital will be recorded as contributed surplus and will not be income of Newco pursuant to International Financial Reporting Standards.

20. Immediately after the receipt of the contribution of capital, described in Paragraph 19, Newco will pay all dividends on the Newco Preferred Shares that are accrued and unpaid at that time.

21. Immediately after the receipt of the dividends, described in Paragraph 20, ACo will pay all interest on Loan 1 that is accrued and unpaid at that time, pursuant to the terms of Loan 1.

22. Immediately after the payment of the interest on Loan 1 to Lossco, described in Paragraph 21, ACo will pay a dividend to Lossco on the ACo Common Shares equal to the amount of dividend received on the Newco Preferred Shares from Newco, described in Paragraph 20, less the amount of that interest paid on Loan 1 to Lossco, described in Paragraph 21.

23. The following transactions will occur in the year in which the loss consolidation arrangement will be unwound (the "Unwind Year"), immediately following the payment of the dividend for that year described in Paragraph 22:

(a) Newco will redeem the Newco Preferred Shares held by ACo in consideration for a non-interest bearing promissory note issued by Newco (the "Newco Note"). The Newco Note will have a principal amount and fair market value equal to the redemption amount and fair market value of the Newco Preferred Shares redeemed;

(b) ACo will repay Loan 1 by assigning the Newco Note to Lossco in full satisfaction of the amount due under Loan 1. Loan 1 will be cancelled; and

(c) Lossco and Newco will agree to set off the amount due under Loan 2 against the amount due under the Newco Note as payment in full. The obligations under Loan 2 and the Newco Note will be cancelled.

24. All of the transactions described in Paragraph 23 will take place on the same day and in the order described.

25. Immediately following completion of the transactions described in Paragraph 23 and prior to XXXXXXXXXX of the Unwind Year, Lossco will transfer all of its ACo Common Shares to Opco in exchange for additional common shares of Opco (the "Opco Common Shares"). The Opco Common Shares issued to Lossco by Opco will have a fair market value equal to the fair market value of the ACo Common Shares transferred.

26. Lossco will jointly elect with Opco, in prescribed form and within the time allowed by subsection 85(6), to have the rules of subsection 85(1) apply to the transfer of the ACo Common Shares to Opco as described in Paragraph 25. The agreed amount in respect of the ACo Common Shares transferred will be the lesser of the fair market value of the ACo Common Shares transferred and $XXXXXXXXXX, being the adjusted cost base of the ACo Common Shares.

27. Opco will add to its stated capital account maintained for its common shares the agreed amount pursuant to subsection 85(1) referred to in Paragraph 26. For greater certainty, the increase to the paid-up capital of the common shares of Opco will not exceed the maximum amount that could be added to the paid-up capital of such shares, having regard to subsection 85(2.1).

28. In the taxation year in which Opco acquires the ACo Common Shares described in Paragraph 25, Opco, as sole shareholder of ACo, will pass a resolution authorizing and requiring ACo to be wound up into Opco. In addition, a general conveyance of the assets of ACo and assumption of liabilities of ACo will be executed between Opco and ACo. ACo will file articles of dissolution with the appropriate Corporate Registry within a reasonable time after the winding-up resolution is passed.

29. Immediately after the resolution to wind up ACo into Opco, Lossco, as sole shareholder of Newco, will pass a resolution authorizing and requiring Newco to be wound up into Lossco. In addition, a general conveyance of assets of Newco and assumption of liabilities of Newco will be executed between Lossco and Newco. Newco will file articles of dissolution with the appropriate Corporate Registry within a reasonable time after the winding-up resolution is passed.

ADDITIONAL INFORMATION

30. The steps described in the Proposed Transactions may be undertaken in a similar manner in future taxation years of Lossco, with new entities created having the same attributes as ACo and Newco. In such cases, the amount of Lossco's loan and preferred share subscription in a new entity will depend on the borrowing capacity of the relevant entities and the interest rates prevailing at that time.

31. At the time of the Proposed Transactions, Lossco will have the financial capacity to make the capital contributions to Newco described in Paragraph 19. Lossco may obtain the funds to make the capital contributions to Newco by receiving dividends from Opco, or by borrowing from one or more of its affiliates, or by borrowing from an arm's-length financial institution on a daylight loan basis. Lossco will have the borrowing capacity to borrow the amount of the required capital contributions from an arm's-length financial institution.

32. At the time of the Proposed Transactions, Newco will have the financial capacity to satisfy the applicable solvency test and liquidity test under the BCA required to pay the dividends on the Newco Preferred Shares described in Paragraph 20.

33. At the time of the Proposed Transactions, ACo will have the financial capacity to satisfy the applicable solvency test and liquidity test under the BCA required to pay the dividends on the common shares of ACo described in Paragraph 22.

34. Lossco and Opco are affiliated persons and related persons. ACo and Newco will be affiliated persons and related persons with respect to Lossco, Opco, and each other.

35. Opco and Lossco are specified financial institutions. ACo and Newco will also be specified financial institutions at all material times.

36. The Newco Preferred Shares and ACo Common Shares will be term preferred shares.

37. The Newco Preferred Shares that will be acquired by ACo will not be acquired in the ordinary course of ACo's business.

38. The ACo Common Shares that will be acquired by Lossco will not be acquired in the ordinary course of Lossco's business.

39. The ACo Common Shares and the Newco Preferred Shares will not, at any time during the implementation of the Proposed Transactions described herein, be:

(a) the subject of any undertaking that is a guarantee agreement as contemplated in subsection 112(2.2);

(b) the subject of a dividend rental arrangement as contemplated in subsection 112(2.3);

(c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a);

(d) issued for consideration that is or includes:

(i) an obligation of the type described in subparagraph 112(2.4)(b)(i), or

(ii) any right of the type described in subparagraph 112(2.4)(b)(ii).

40. Lossco and Opco are not financial institutions for purposes of Part VI tax. ACo and Newco will not be financial institutions for purposes of Part VI tax.

41. For greater certainty, no amount in respect of any non-capital loss of Opco, arising from the Proposed Transactions, will be deducted by Opco in computing its income for any taxation year that ends more than XXXXXXXXXX taxation years after the end of Lossco's taxation year in which the non-capital loss being deducted arose or would arise in the absence of undertaking the Proposed Transactions.

42. The Proposed Transactions will not result in Lossco deducting any interest expense, in any taxation year of Lossco commencing after the commencement of the Proposed Transactions, that would otherwise have been denied under subsection 18(4) had the Proposed Transactions not been undertaken.

PURPOSES OF THE PROPOSED TRANSACTIONS

43. The purpose of the Proposed Transactions is to effect a tax consolidation of Lossco and Opco in order to permit Opco to utilize the losses that Lossco has incurred and is expected to incur. The purpose of the tax consolidation is not to shift income to a lower rate province.

44. Due to regulatory constraints and the potential liability issues that may arise with respect to the operations of Opco, it is not feasible from a business perspective to have Lossco make Loan 1 directly to Opco. Instead, Loan 1 is being made to ACo to ensure that Opco does not incur debt in the course of executing the loss consolidation.

45. The purpose of incorporating Newco is to have Newco issue the Newco Preferred Shares to ACo, rather than having Lossco issue preferred shares directly to ACo which would result in corporate incest and contravene corporate law constraints.

46. The purpose of the dividend paid by ACo to Lossco, described in Paragraph 22, is to ensure that the total amount of funds distributed by ACo to Lossco by way of interest and dividends is equal to the amount of capital contributed by Lossco to Newco, described in Paragraph 19. This will allow Lossco to repay any financing it may have accessed to make the capital contributions to Newco.

RULINGS

Provided that the preceding statements constitute a complete and accurate disclosure of all the relevant facts, proposed transactions, and purposes of the Proposed Transactions and provided further that the Proposed Transactions are carried out as described above, we rule as follows:

A. Provided that Opco and Lossco jointly file an election pursuant to subsection 85(1) within the time allowed by subsection 85(6), and subject to the application of subsection 69(11), the provisions of subsection 85(1), other than paragraph 85(1)(e.2), will apply so that the agreed amount in respect of Lossco's transfer of the ACo Common Shares to Opco, described in Paragraph 25, will be deemed to be Lossco's proceeds of disposition and Opco's cost of the ACo Common Shares pursuant to paragraph 85(1)(a).

B. Provided that ACo has a legal obligation to pay interest on Loan 1 and ACo continues to hold the Newco Preferred Shares it acquires, as described in Paragraph 14, for the purpose of gaining or producing income from property, ACo will, pursuant to paragraph 20(1)(c), be entitled to deduct, in computing its income for a taxation year (depending on the method regularly followed by ACo in computing its income for the purposes of the Act), the lesser of

(a) the interest paid or payable on Loan 1 in respect of that taxation year; and

(b) a reasonable amount in respect thereof.

C. No amount will be included in the income of Newco pursuant to section 9, paragraphs 12(1)(c) or 12(1)(x) in respect of the contributions of capital to be made by Lossco as described in Paragraph 19.

D. The dividends received by ACo on its Newco Preferred Shares, as described in Paragraph 20, and the dividends received by Lossco on the ACo Common Shares, as described in Paragraph 22, will be taxable dividends that will be deductible pursuant to subsection 112(1) in computing the taxable income of ACo and Lossco, respectively, for the taxation year in which the dividends are received, and for greater certainty, such deduction will not be precluded by any of subsections 112(2.1), 112(2.2), 112(2.3), or 112(2.4).

E. Provided that the requirements of paragraphs 88(1.1)(a) and (b) are satisfied, subsection 88(1.1) will apply after the winding up of ACo into Opco, described in Paragraph 28, to permit Opco to deduct the non-capital losses of ACo in computing its taxable income or tax payable under Part IV for a taxation year commencing after the commencement of the winding-up, subject to the limitations in paragraph 88(1.1)(e) and section 111. For this purpose, ACo will not be considered to have been wound up until it has been formally dissolved.

F. By virtue of paragraph 55(3)(a), subsection 55(2) will not apply to the taxable dividends as described in Ruling D, provided that there is no disposition or increase in interest described in any of subparagraphs 55(3)(a)(i) to (v) as part of a series of transactions including the transactions described herein. For greater certainty, the Proposed Transactions, in and by themselves, will not be considered to result in any disposition or increase described in subparagraphs 55(3)(a)(i) to (v).

G. Neither Part IV.1 nor Part VI.1 will apply to the dividends described in Ruling D, as the dividends will be excepted dividends and excluded dividends.

H. The repayment of Loan 1, as described in Paragraph 23(b), will not give rise to a forgiven amount and neither ACo nor Lossco will realize any gain or incur any loss therefrom.

I. The set-off and cancellation of Loan 2 and the Newco Note, as described in Paragraph 23(c), will not give rise to a forgiven amount and neither Newco nor Lossco will realize any gain or incur any loss therefrom.

J. The provisions of subsections 15(1), 56(2) and 246(1) will not apply as a result of the Proposed Transactions in and by themselves.

K. Subsection 245(2) will not be applicable as a result of the Proposed Transactions, in and by themselves, to redetermine the tax consequences confirmed in the rulings given above.

L. The General Anti-avoidance Provision of an Agreeing Province will not be applied, as a result of the Proposed Transactions, in and by themselves, to redetermine the tax consequences confirmed in the rulings given above, in respect of a taxation year for which such Province was an Agreeing Province.

The above rulings are subject to the limitations and qualifications set out in Information Circular 70-6R5 dated May 17, 2002 and are binding on the CRA provided that the Proposed Transactions are completed prior to XXXXXXXXXX. The above rulings are based on the law as it presently reads and do not take into account any proposed amendments to the Act and the Regulations which, if enacted into law, could have an effect on the rulings provided herein.

COMMENTS

Unless otherwise confirmed in the above rulings, nothing in this letter should be construed as implying that the CRA has confirmed, reviewed or has made any determination in respect of:

a) the paid-up capital of any share or the adjusted cost base or fair market value of any property referred to herein;

b) the amount of any non-capital loss or any other tax account of any corporation referred to herein;

c) the provincial income tax implications relating to the allocation of income and expenses under the Proposed Transactions;

d) subject to Ruling L, the application or non-application of a general anti-avoidance provision of any province; and

e) any other tax consequence relating to the facts, Proposed Transactions or any transaction or event taking place either prior to the Proposed Transactions or subsequent to the Proposed Transactions, whether described in this letter or not.

Yours sincerely,

XXXXXXXXXX
Section Manager
Reorganizations Division
Income Tax Rulings Directorate
Legislative Policy and Regulatory Affairs Branch