2017 ONTARIO TAX CONFERENCE & LIVE WEBCAST Page 1 of 4

2017 ONTARIO TAX CONFERENCE AND LIVE WEBCAST

Program Webcast Registration Committee Venue/Accommodations Sponsors

Exhibitors Accreditation

DELTA HOTELS BY MARRIOTT TORONTO AIRPORT & CONFERENCE CENTRE | 655 DIXON ROAD, TORONTO

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Monday, October 23, 2017

7:15 am -
Registration & Breakfast
8:15 am

8:15 am - Opening Remarks

8:30 am
Heather L. Evans, Executive Director and Chief Executive Officer, Canadian Tax Foundation

8:30 am - Private Corporation Taxation: A review of the Department of Finance proposals

9:20 am
On July 18, 2017, the Department of Finance released its consultation policy paper on the
taxation of private corporations first announced in Budget 2017, along with proposed legislation
on some of the topics addressed. The proposals will fundamentally change long-standing tax
policy and will have far-reaching implications for all private enterprises and their stakeholders.

- Proposed “tax on split income” rules;

- Proposed lifetime capital gains exemption restrictions;
- Transitional rules for lifetime capital gains exemption;
- Amendments to section 84.1 and proposed section 246.1;
- Impact on inter-vivos trusts and post-mortem planning; and
- Passive investment proposals.

Kyle Lamothe, Thorsteinssons LLP, Toronto

Brandon Wiener, Thorsteinssons LLP, Toronto

9:20 am - Current Cases

10:10 am
A review of recent decisions that affect owner-managed businesses and private companies.

Colin Chambers, CPA, CA MNP LLP, Toronto

Ryan Morris, WeirFoulds LLP, Toronto

10:10 am -
Questions
10:20 am

10:20 am -
10:40 am

10:40 am - Current Issues

11:20 am
A review of the 2017 technical interpretations issued by CRA, new Folios, the draft Circular on
the Voluntary Disclosure process and recently tabled legislation.

Jesse Brodlieb, Dentons Canada LLP, Toronto

Larry Nevsky, Dentons Canada LLP, Toronto

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11:20 am - Selected Issues in Purchase and Sale Transactions

12:00 pm
This session will discuss the following:

• Tax clauses in purchase and sale agreements

• Restrictive Covenants
• Indemnification
• Earn-outs

Andrew Stirling, McMillan LLP, Toronto

12:00 pm - Questions
12:10 pm

12:10 pm - Luncheon
2:10 pm Artificial Intelligence

Guest Speaker:
Professor Benjamin Alarie
University of Toronto Faculty of Law

2:10 pm - 256(5.1) - De Facto Control - A Return to the Past

2:50 pm
The concept of de facto control under subsection 256(5.1) of the Income Tax Act continues to be
important as it relates to varicose aspects of the Act such as CCPC status. The 2017 Federal
Budget and recent cases have affected the meaning of de facto control. This session will explore
the current meaning of de facto control and its implications for tax planning,

Phil Friedlan, Friedlan Law, Richmond Hill

2:50 pm - The New ECP Rules and Changes to SBD - An In-Depth Review
3:30 pm
This session will focus on the practical aspects of how a practitioner should implement two of the
biggest changes in the Income Tax Act (“the Act”) that impact private corporations.

ECP Rules:
This portion of the presentation will focus on the new Class 14.1 from the acquisition of the asset
both pre and post 2017 to the ultimate disposition of the asset which was in existence both pre
and post 2017. Furthermore, this portion of the presentation will discuss if there is anything new
in respect to the transitional rules and the impact that these rules will have on hybrid transactions.

Small Business Deduction (“SBD”):

This portion of the presentation will focus on the practical aspects of the new SBD rules. These
include:
a) How to identify SCI in your client groups
b) How to calculate Specified Corporate Income and the pitfalls that the practitioners will face
with calculating this income;
c) The assignment provisions under 125(3.2) and 125(8) of the Act and how a practitioner can
assign the business limit over from one company to another;
d) The back to back rules and how they work."

Jeanne Cheng, CPA, CA, MNP LLP, Markham

3:30 pm - Questions
3:40 pm

3:40 pm -
4:00 pm

4:00 pm - Effective Tax Planning for Estates with a focus on Estate Law & Family Law to Minimize
4:45 pm Litigation

This session will provide an update on the integration of the ever-changing tax rates as they are
applicable to individuals, corporations, and trusts in Ontario. The synthesis of these rates is then
applied to the concept of integration in order to see how these tax rates can affect taxpayers’
decisions about how, and through which kind of vehicle, to earn income.

Panel Moderator: Martin Sorensen, Bennett Jones, Toronto

Clare Burns, WeirFoulds LLP, Toronto

4:45 pm -
Questions
4:55 pm

4:55 pm - Networking Reception

7:00 pm

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Tuesday, October 24, 2017

7:30 am -
Registration & Breakfast
8:30 am

8:30 am - Subsection 55(2): A Practical Review

9:20 am
Paul Carenza, Gowling WLG (Canada) LLP, Toronto

9:20 am - Planning for Principal Residences

10:10 am
Includes a discussion of the new rules:

• Changes and how they affect planning of trusts;

• Foreign buyers tax

Lorna Sinclair, Deloitte LLP, Toronto

10:10 am - Questions
10:20 am

10:20 am -
10:40 am

10:40 am - Practical Solutions and Planning Considerations in respect of Outbound International

11:20 am Tax Traps for the Owner-Manager

This session will include a discussion on the following:

• Perils of disregarded entities including US LLCs

• CCPC integration issues
• Surplus Implications

Andrew Morreale, Grant Thornton LLP, Toronto

Andrew Somerville, Grant Thornton LLP, Mississauga

11:20 am - Investing in Canadian Real Estate by Non-Residents

12:00 pm
Canada continues to a desirable destination for investment by non-residents in real estate.
This session will explore the different structuring options, pitfalls, and considerations when non
-residents invest in income producing real estate in Canada.

Rita Trowbridge, CPA, CA, BDO Canada LLP, Toronto West

James Witty, CPA, CA, BDO Canada LLP, Toronto

12:00 pm - Questions
12:10 pm

12:10 pm -
1:10 pm

1:10 pm - The Preferred Share Rules and the Private Corporation

1:50 pm
The preferred share rules in Parts VI.1 and IV.1 and certain prohibitions on dividend
deductibility in s.112 are longstanding provisions of the legislation. Many of these provisions
derive from amendments in the 1978-1987 Tax Reform era. While some might believe that
these rules apply only to debt-like shares issued in the financial sector, the broadly worded
rules can apply to private corporations too. The application of the rules can result in dividend
deductibility issues and the imposition of Part IV.1 tax on the dividend payer corporation. This
session will discuss a selection of potential traps including problems with the substantial
interest exemption, and how seemingly garden-variety common shares might be characterized
as taxable preferred shares.

Joan Jung, Minden Gross LLP, Toronto

1:50 pm - Qualified Investments

2:30 pm
The presentation will provide a review of the requirements for different types investments to
qualify for a RRSP or other registered plan, including public corporations, mortgage
investment corporations, mutual fund trusts, mortgages and eligible corporations. The

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presentation will also discuss the taxes payable on “non-qualified investments” and “prohibited
investments” held by a registered plan. The session will be of interest to professionals
advising their clients either on making an investment through a registered plan or on
structuring businesses to accommodate investment by registered plans.

Joelle Kabouchi, Borden Ladner Gervais LLP, Toronto

Laura White, Borden Ladner Gervais LLP, Toronto

2:30 pm - Questions
2:40 pm

2:40 pm -
3:00 pm

3:00 pm - Share Compensation and Other Ways to bring Employees into Ownership of a
3:50 pm Business

With the increasing number of businesses that will be transitioned to new owners in the next
decade, it is important to consider tax issues surrounding the succession of a business. This
session will focus on tax issues involving exit strategies where the business is not being
transitioned to a family member, with an emphasis on how to transfer ownership to
employees. It will explore issues such as when Section 7 of the Act will apply, the use of
employee Buyco’s, and other strategies that can be utilized.

Ed Heakes, Dale & Lessmann LLP, Toronto

3:50 pm - Advanced Topics for American Shareholders of Private Canadian Companies

4:40 pm
Previous articles have addressed many of the routine transactions involving Americans in
Canada and their corporations. This session will build on those by looking at:

• Investing in United States property;

• Sale of Controlled Foreign Corporations;
• Distributions from CFCs, and
• Typical Canadian reorganizations (ITA s 85(1), 86, 87 and 88). They are not always
as tax free as you think.

Kevyn Nightingale, CPA, CA, MNP LLP, Toronto

Dean Smith, CPA, CA, Cadesky Tax, Toronto

4:40 pm -
Questions
4:50 pm

4:50 pm Adjournment

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