International Transactions

Synopsis

The tax implications for cross-border transactions can frustrate even the most veteran legal staff at U.S. and Canadian companies. International Transactions attempts to cut through the fog that sometimes clouds mergers, acquisitions and spin-offs that reach across the 49th parallel.



Outline

I. IRS Updates on Cross-Border Issues
II. Share Acquisition of a Public U.S. Company by a Public Canadian Company
        A. U.S. Perspective
        B. U.S. Perspective, Continued
        C. Canadian Perspective
        D. Canadian Perspective, Continued
        E. Stock Options
        F. Rationalizing the Structure
        G. Rationalizing the Structure, Continued
        H. Dual Consolidated Loss
        I. Sales Under 26 U.S.C. § 304
III. Share Acquisition of a Public Canadian Company by a Public U.S. Company
        A. Exchangeable Share Structure
        B. U.S. Tax Withholding Considerations
        C. Passive Foreign Investment Company
IV. Cash Acquisitions of Canadian Companies by U.S. Companies
        A. Cash Acquisitions
        B. Controlled Foreign Corporations
        C. Potential Problem With 26 U.S.C. § 338 Elections
        D. More Cash Acquisition Issues
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The Penn State Dickinson School of Law

Founded in 1834 by Judge John Reed, The Dickinson School of Law is the oldest law school in Pennsylvania and the fifth oldest in the nation. Throughout its history, the law school has trained distinguished graduates who have gone on to become leaders of the bar, of the judiciary, of government, and of business. These alumni include the first secretary of the U.S. Department of Homeland Security, five governors, three U.S. senators, and more than 100 federal, state and county judges and countless prominent lawyers and civic leaders. In 2000, the law school merged with Penn State, one of the country’s premier research universities, and stepped into a new era of legal excellence.

Penn State Dickinson School of Law Center for the Study of Mergers and Acquisitions

The center, headed by Samuel C. Thompson Jr., former director of the UCLA Center for the Study of Mergers and Acquisitions, examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions. An important part of the center’s mission is to sponsor continuing legal education programs addressing these issues.

The Association of the Bar of the City of New York

The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.

 





Speakers / Authors:

Photo of Jeffrey C. Trossman

Jeffrey Trossman
Blake, Cassels & Graydon LLP

Jeffrey Trossman is a Partner in the Blakes Tax Group. His practice focuses on all aspects of income tax planning, including mergers and acquisitions, corporate reorganizations, corporate financing transactions, private equity, international taxation and the taxation of income trusts, mutual funds and other investment vehicles.

Jeffrey has acted for a wide variety of public and private companies. He also has experience representing taxpayers at all levels in the tax appeal process under federal and provincial taxation statutes.

Jeffrey has written and spoken widely in the tax area. He has authored articles published by the Canadian Tax Foundation, Osgoode Hall Law School and in the International Tax Review. He is an active member of the International Fiscal Association and the Canadian Tax Foundation. He is a member of the faculty for the 2007 and 2008 Institutes on Tax Aspects of Mergers & Acquisitions and is also a country reporter for Canada at the 2008 Congress of the International Fiscal Association to be held in Brussels. He is also a member of the Committee on Taxation of Business Entities of the New York City Bar.

Jeffrey has been recognized as a leading tax practitioner in Legal Media Group’s Guide to the World's Leading Tax Advisers 2007, PLC Cross-border Tax on Corporate Transactions Handbook 2007, Chambers Global: The World’s Leading Lawyers for Business 2008 and The Canadian Legal Lexpert Directory 2008.

Photo of John J. Merrick

John Merrick
Internal Revenue Service

John J. Merrick is currently associate to the chief counsel (international) for the Internal Revenue Service in its Washington, D.C. office.

Mr. Merrick earned his J.D from Loyola University and a B.B.A. from Loyola University.

Photo of Peter H. Blessing

Peter Blessing
Shearman & Sterling LLP

Practice

Mr. Blessing’s practice focuses on tax aspects of (i) mergers and acquisitions, spin-offs, restructurings, and joint ventures, (ii) investment funds and REITs, (iii) financings and derivatives and (iv) transfer pricing and global tax minimization strategies. In addition to his tax planning practice, Mr. Blessing represents clients on ruling matters and in tax controversies. Mr. Blessing became a partner of the firm in 1986.

Recent Experience

Representative Clients:
Merrill Lynch, The Thomson Corporation, Eaton Vance, Daimler, Barclays, Morgan Stanley, CIT, Lehman, Deutsche Bank, Vivendi, ABB, Lazard, Husky Energy, Citigroup and Caxton

Representative Transactions:
Daimler in its disposition of Chrysler (2007), Saudi Basic Industries in its acquisition of GE’s Plastics Division (2007), Citigroup in its acquisition of the Old Lane Hedge Fund (2007), Thomson in the sales of its Learning Unit (2007) and Net G subsidiary (2007) and combination with Reuters (2007-2008) and Tata in the sale of its 30% interest in Glaceau to Coca-Cola (2007)

Selected Professional & Business Activities

  • Fellow of the American College of Tax Counsel; Secretary of the New York State Bar Association Tax Section and member of its Executive Committee; Executive Committee member of the USA Branch of the International Fiscal Association; Council member of the American Bar Association Tax Section (liaison for Affiliated Taxpayers and Corporate Committees) and member, Committee on Foreign Activities of US Taxpayers (chair, 2004-2006) and Committee on Government Submissions; Vice Chair–Programs, Taxation Committee of the International Bar Association; Adjunct Professor, Columbia Law School (JD program); Board member, International Tax Institute, Inc. (president, 2003-2005); member, Tax Forum; member, International Tax Group; and Board member, BNA Tax Management Advisory Board
  • Frequent lecturer on various aspects of taxation and cross-border taxation at seminars sponsored by IFA, IBA, ABA, NYSBA and various commercial organizations

    Publications

    Authored a treatise, Income Tax Treaties of the United States (Warren Gorham & Lamont), and two volumes in the BNA Tax Management Portfolio series: The Branch Profits Tax (co-author) and Source of Income. Numerous articles published in various professional journals

    Education

    New York University School of Law, LL.M. in Taxation, 1981
    Columbia University School of Law, J.D., 1977
    Princeton University, B.A., 1973

    Bar Admissions/Qualifications

    New York

    Price(USD)

    Standard Rate: $124.00
    Subscribers: FREE
    Pillsbury U Online: $124.00

    Details

    Course Code : 776306
    Length : 1hr 5min
    Recorded Date : 4/24/2009
    Format Type : Video

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