International Tax Seminar 2007 – Program

May 17 – 18, 2007

Joint Seminar of the Canadian and USA Branches
International Fiscal Association
Fairmont Royal York Hotel, Toronto Ontario

TENTATIVE AGENDA

Thursday May 17, 2007

07:30 am –
08:30 am
Continental Breakfast/Registration
08:30 am –
08:45 am
WELCOME AND INTRODUCTION
Stephen Heller, President, IFA Canada
Steven Hannes, President, IFA USA
08:45 am –
10:15 am
M & A PANEL DISCUSSION
Moderator: Nat Boidman (Davies Ward Phillips & Vineberg LLP)

Panelists: Nat Boidman
Ron Durand
(Stikeman Elliott LLP)
Kim Blanchard (Weil, Gotshal & Manges LLP)
Jerome Libin (Sutherland Asbill & Brennan LLP)

• What a U.S. tax lawyer worries about when advising a U.S. acquirer of a Canadian target
• What a Canadian tax lawyer worries about when advising a U.S. acquirer of a Canadian target
• What a U.S. tax lawyer worries about when advising a Canadian acquirer of a U.S. target
• What a Canadian tax lawyer worries about when advising a Canadian acquirer of a U.S. target
• Canada-U.S. stock-for-stock acquisitions or mergers require, when the target is Canadian, exchangeable share elements and they are generally available; but when the target is U.S., exchangeables may not be required, but if they are, they are generally not available: A discussion
• The Canadian & U.S. Implications Of The 2006 Enactment of Code Section 954(c)(6) On U.S. Acquirer Financings Of Canadian Targets

10:15 am –
10:35 am
BREAK
10:35 am –
12:15 pm
RECENT CASES OF INTEREST
Moderator: Alan Meghji (Osler, Hoskin & Harcourt LLP)

Panelists: Joel Nitikman (Fraser Milner Casgrain LLP)
John Owen (Bennett Jones LLP)
Gerald A. Kafka (Latham & Watkins LLP)
Mark A. Oates (Baker & McKenzie LLP)

12:15 pm –
2:00 pm
LUNCH & KEYNOTE SPEAKER
2:00 pm –
3:00 pm
TRANSFER PRICING DEVELOPMENTS
Moderator: David Forst (Fenwick & West LLP)

Panelists: Dale Hill (Gowling Lafleur Henderson LLP)
Bill Maclagan (Blake Cassels & Graydon LLP)
Thomas M. Zollo (KPMG LLP)
Rocco Femia (Miller & Chevalier Chartered)

3:00 pm –
3:20 pm
BREAK
3:20 pm –
4:20 pm
CROSS BORDER FINANCING
Moderator: L.G. “Chip” Harter (PricewaterhouseCoopers LLP)

Panelists: Bruce Sinclair (Borden Ladner Gervais LLP)
Stephen Dunk (PricewaterhouseCoopers LLP)
Abraham Leitner (Davies Ward Phillips & Vineberg LLP)
Peter J. Connors (Orrick, Herrington & Sutcliffe LLP)

This panel will discuss several cross-border hybrid financing structures currently being used by taxpayers. Both Canadian inbound and U.S. inbound structures will be covered. The key Canadian and U.S. tax issues underlying these structures will be examined, as well as recent developments under Canadian and U.S. law and administrative practice. The evolving attitudes of the revenue authorities towards hybrid finance transactions, and towards international tax arbitrage generally, will be discussed.

4:20 pm –
5:20 pm
TIPS AND TRAPS IN A CROSS-BORDER CONTEXT
Moderator: Alan Wheable (TD Financial Group)

Panelists: Richard Tremblay (Osler, Hoskin & Harcourt LLP)
Jack Bernstein (Aird & Berlis LLP)
Susan Klein (Winston & Strawn LLP)
Edward C. Osterberg, Jr. (Vinson & Elkins LLP)

• Treatment of “repo” transactions and other cross-border financing issues, including guarantee fees and deemed dividends resulting from pledges
• Canadian and U.S. tax issues in restructuring or exiting an investment in a Canadian income fund
• Cross-border issues with hedge funds
• The new CFC look-through rule for passive income and its effect on structuring or restructuring U.S. investment into Canada
• Exchangeable share deals – what are the issues and how are they addressed?
• Issues with respect to stripped de-risked distributors

6:00 pm CONFERENCE DINNER/RECEPTION
La Maquette Restaurant, 111 King Street East

Welcome to La Maquette, a restaurant renowned for its romantic atmosphere and sumptuous culinary delights. Come enjoy the refined elegance of a historically designated landmark overlooking the Toronto Sculpture Garden & St. James Cathedral. It is the perfect setting to enjoy a delicious culinary experience with your Seminar colleagues.

Seating is limited.

Friday May 18, 2007
07:30 am –
08:30 am
CONTINENTAL BREAKFAST
08:30 am –
09:45 am
RECENT DEVELOPMENTS / RECENT TRANSACTIONS OF INTEREST
Moderator: Sandra Jack (Felesky Flynn LLP)

Panelists: Angelo Nikolakakis (Couzin Taylor LLP/ Ernst & Young L.P.)
Penny Woolford (KPMG LLP)
James P. Fuller (Fenwick & West LLP)
Cyndi Lafuente (Abbott Laboratories)

The panelists will discuss a selection of current developments affecting cross-border practice such as recent and anticipated treaty, legislative and regulatory activities. Topics could include Canadian foreign affiliate rules, U.S. subpart F matters, U.S. “earnings stripping” rules, “check-the-box” developments in cross-border structures, as well as economic substance and beneficial ownership concepts in the treaty context. Discussions also may include a review of current transactions which illustrate matters addressed by other panels.

09:45 am –
10:30 am
TAX ACCOUNTING ISSUES
Moderator: Ronald J. Feick (General Motors Corporation)

Panelists: Shawn Porter (Deloitte & Touche LLP)
Fraser Gall (Ernst & Young LLP)
Michael Dolan (KPMG LLP)
Scott L. Shekell (Deloitte & Touche LLP)

Transparency is always the tax inspector’s friend. Recently issued U.S. GAAP tax accounting requirements coupled with increased scrutiny of tax accounts by statutory auditors have opened the door to new sources of information. This panel will explore such matters as how will the new transparency affect corporate taxpayers; will CRA/IRS modify their audit procedures to take advantage of these new sources of information; what will become of concepts like attorney-client privilege and work product doctrine; what action should taxpayers take to protect sensitive tax documentation; and what noteworthy observations have come out of Q1 2007 financial reporting.

10:30 am –
10:50 am
BREAK
10:50 am –
12:15 pm
CRA / FINANCE / IRS PANEL DISCUSSION
Moderator: Steven Hannes (McDermott, Will & Emery)

Panelists: Fred O’Riordan (CRA)
Brian Ernewein (Finance Canada)
Frank Y. Ng (IRS)
USA tba

12:15 pm CLOSING REMARKS

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