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Corporate Finance

a journal devoted to tax issues in corporate finance

 
Volume XIV, No. 3 2007
Highlights

FEATURE ARTICLE

The Fifth Protocol to the Canada-U.S. Income Tax Convention
Monica Biringer, Elinore J. Richardson
New domestic non-resident withholding tax rules enacted on December 15, 2007 and provisions in the Fifth Protocol to the Canada-U.S. Income Tax Convention, when ratified by the United States, will have a significant effect on the structuring of debt financing and on investment holding patterns across the Canada-U.S. border. The new domestic non-resident withholding tax rules eliminate withholding tax on most interest paid by Canadian borrowers to arm's length lenders regardless of their jurisdiction of residence. Along with these changes, however, the Protocol will have far-reaching application to hybrid fiscally transparent entities used in cross-border tax planning.

FINANCE UPDATE

Retreat But No Surrender
K.A. Siobhan Monaghan
Finance Update: Starting in 2012, Canadian corporations with specified interest expense will have interest deductions reduced by the amount of aggregate double dip income in the corporate group. These changes will significantly impact cross-border inter-affiliate lending structures.

FINANCE UPDATE

Specified Investment Flow-Throughs: Now Law
Paul K. Tamaki
The legislation which enacted the SIFT rules last June left a number of issues on the table, some of which have recently been addressed in proposals issued by the Minister of Finance. However, there still remains the issue of how income trusts will be able to convert back to corporations without tax consequences to investors.

CRA UPDATE

Financing Foreign Affiliates: What's Good and What's Not
Bruce Sinclair, Elinore J. Richardson
CRA Update: Technical News No. 36, which provides a number of examples of situations in which the government views paragraph 95(6)(b) as applying or not in the context of corporate planning involving the acquisition or disposition of shares of a foreign affiliate is examined.

CURRENT CASES

"Daylight Robbery:" When Is a Loan, a Loan?
Marisa Wyse, Mitchell Sherman
Current Cases: The Tax Court has suggested in a recent decision that a daylight borrowing transaction may not be recognized as a true loan if the bank advancing the funds does not intend to lend money, does not relinquish control of the money and the conduct of the parties is such that steps normally put in place to support a loan do not occur.

CURRENT CASES

MIL (Investments) S.A.: Second Round to the Taxpayer
R. Ian Crosbie
The Federal Court of Appeal in MIL affirms the GAAR is not an appropriate tool for the attack of choice of jurisdiction for a holding company by a non-resident to invest in Canada.

U.S. RECENT DEVELOPMENTS

U.S. Treasury Reports on Earnings Stripping, Transfer Pricing and U.S. Income Tax Treaties
Willard B. Taylor
U.S. Recent Developments: A study by the U.S. Treasury reports that foreign controlled domestic corporations historically are less profitable than domestic controlled corporations but there is no conclusive evidence that reduced profits are attributable to excessive interest expense.

U.K. RECENT DEVELOPMENTS

U.K. Proposes Changes to Its Regime for Taxing Multinationals
Stephen M. Edge, Graham Earles
U.K. Recent Developments: A recent U.K. consultation document contains proposals which, if enacted, will modify both the system for taxing foreign dividends and the current CFC regime.

 

Board

Elinore J. Richardson
Editor-in-Chief
Borden Ladner Gervais LLP
Toronto

Hugh Berwick
Alcan Inc.
Montreal

Monica Biringer
Osler, Hoskin & Harcourt LLP
Toronto

Stephen W. Bowman
Bennett Jones LLP
Toronto

Carola van den Bruinhorst
Loyens & Kieff
Amsterdam

Peter J. Connors
Orrick Herrington & Sutcliffe LLP
New York

R. Ian Crosbie
Davies Ward Phillips & Vineberg LLP
Toronto

Stephen M. Edge
Slaughter and May
London

David W. Glicksman
Wilson & Partners LLP
Toronto

Kevin B. Kelly
Stikeman Elliott LLP
Toronto

Mitchell Sherman
Goodmans LLP
Toronto

Paul K. Tamaki
Blake, Cassels & Graydon LLP
Toronto

Willard B. Taylor
Sullivan & Cromwell LLP
New York