Tax Structures of 2022.

The authors' introductory remarks highlight some statistics about the number of deals in 2022, the size of the transactions, and the commercial trends in recent transactions. In the context of these recent trends, structuring transactions in 2022 was a complex puzzle that required an understanding of the commercial objectives and over 100 years of evolution in Canadian tax policies. This paper addresses some of the most common issues that have emerged in recent transactions, such as the use of earnouts and how they should be treated in the context of share transactions. The authors also address issues associated with payments made to non-residents of Canada, prior to or at closing, and how they impact the negotiation of the terms between purchasers and sellers. The authors explore how unclear policies and older administrative guidance may result in onerous responsibilities on the sellers, purchasers, and/or investors involved, especially where there may not be an applicable limitation period. The paper also addresses some of the repercussions of the 2022 federal budget and exchangeable share structures. If it can be acknowledged that the issues addressed in this paper are complex and non-exhaustive, the authors hope to offer a path of reflection or an alternative framework of interpretation that could simplify how parties could address these issues from a pragmatic perspective. [ABSTRACT FROM AUTHOR]