Canada Barbados Tax Treaty New Protocol Bad News for Aggressive Taxpayers Canada Revenue Agency Wins Another GAAR Case... 4

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1 In This Issue Canada Barbados Tax Treaty New Protocol... 1 Bad News for Aggressive Taxpayers Canada Revenue Agency Wins Another GAAR Case... 4 Payments to Non-Resident Financial Intermediaries Update on Canadian Withholding Tax Obligations... 8 End of the Address Rule for Determining Withholding on Payments to Non-Residents Extension of Transitional Period Announced... 9 A report on cross-border developments in Canadian tax law / January 2012

2 1 Canada Barbados Tax Treaty New Protocol By: Gabrielle M.R. Richards On November 8, 2011, a new protocol (Protocol) amending the Canada-Barbados Income Tax Agreement (Treaty) was signed by the two countries, updating the Treaty to conform with current tax treaties and to reflect Canada s commitment to promote exchange of tax information in accordance with OECD 1 standards. Assuming the Protocol is ratified by each country in 2012, as expected, most of its provisions will be effective January 1, 2013, subject to specific coming into force provisions. This update highlights certain of the proposed changes to the Treaty. International Business Companies and Similar Entities International Business Companies (IBCs) and certain other Barbados entities with special tax benefits 2 are completely excluded from the Treaty, 3 such that they are not currently entitled to any of the benefits of the Treaty. Recent Canadian cases confirmed that the five year limitation period in Articles XI(3) and XXVII(3) of the Treaty for reassessments by the Canada Revenue Agency (CRA) did not apply to an IBC, on the basis that no portion of the Treaty applied to IBCs. 4 The Protocol proposes to extend the Treaty to IBCs or other entities entitled to special tax benefits, although the extension is expressly limited. 5 IBCs and such entities are not entitled to the benefits of Articles VI to XXIV (e.g., income from immovable property, business profits, dividends, interest, royalties, gains). For example, dividend payments by a Canadian resident to an IBC would still be subject to a 25% withholding tax under Canadian domestic tax rules. 6 However, an IBC will be able to benefit from other provisions of the Treaty, most notably the new rules regarding residency discussed below, the five year limitation period for reassessments 7 and the mutual agreement procedure (MAP). 8 At the same time, IBCs will be subject to the new comprehensive exchange of information rules. 9 The extension of some of the benefits of the Treaty to IBCs and similar entities will likely increase their use by Canadian corporations in their foreign affiliate and other outbound structures. Residency It appears that, in light of recent Canadian tax cases such as Garron Family Trust v. the Queen, 10 Antle v. the Queen. 11 and Sommerer v. the Queen, 12 the CRA is more willing to challenge the tax residency of foreign trusts and other entities and to treat them as residents of Canada for tax purposes. In such circumstances, tax treaties become more relevant in ensuring that the entities are not subject to double taxation where two countries claim that the entity is a resident for tax purposes. 1 Organization for Economic Co-Operation and Development. 2 Others include Exempt Insurance Companies (EICs). Note that Article 5(2) of the Protocol contemplates that other entities may be added to the list by the two countries via an Exchange of Notes. 3 Article XXX(3) of the Treaty. 4 See Sundog Distribution Inc. v. the Queen, [2010] 6 C.T.C (TCC) and Alberta Printed Circuits Ltd. v. the Queen, [2011] 5 C.T.C (TCC) for discussions of the scope and effect of Article XXX(3) of the Treaty. 5 Amended Article XXX(3) of the Treaty, contained in Article 5 of the Protocol. 6 Income Tax Act (Canada) (ITA), as amended. 7 Article XXVII(3) of the Treaty. 8 Article XXVII of the Treaty. 9 Article XXVIII of the Treaty, as proposed to be amended by Article 4 of the Protocol. 10 [2011] 2 C.T.C. 7 (FCA), appeal to SCC to be heard March 13, D.T.C. 5172, 413 N.R. 128 (FCA). 12 [2011] 4 C.T.C (TCC).

3 2 Currently, disputes between Canada and Barbados over the residency of persons is settled under the MAP. 13 The Protocol proposes a new tie-breaker rule to determine residency for a company, 14 without resort to the MAP. Specifically, where a company is a national of a Contracting State and by reason of Article IV(1) it is a resident of both Contracting States, it will be deemed to be a resident only of the first Contracting State. 15 National is defined as any legal person, partnership and association deriving its status as such from the law in force in a Contracting State. 16 Thus, if, for example, an IBC were considered to be a resident of Barbados under Barbados tax law, it would be entitled to rely on this provision if the CRA were to allege that it is also a resident of Canada. 17 It is understood that Barbados tax rules do not deem a Barbados company to be a resident of Barbados, unlike Canadian tax rules. 18 Accordingly, a Barbados company must still establish Barbados tax residency under the common law test of place of management or central management and control. Notwithstanding this obligation, the addition of the corporate tie-breaker rule in the Treaty will provide greater certainty. In the context of Canadian multinationals, Barbados has been a common jurisdiction used primarily for a holding corporation or financing vehicle for businesses carried on in other countries. In general, a foreign affiliate of a Canadian corporation does not benefit from the exempt surplus rules unless the affiliate is a resident of another country for the purposes of a tax treaty between such country and Canada. 19 While this rule normally would exclude IBCs, EICs and similar entities, as they are expressly excluded from the benefit of the Treaty, 20 grandfathering is available as long as the provision of the Treaty that excludes them has not been amended. 21 As discussed above, the Protocol does amend this provision, however, the effect of the amendment coupled with the corporate residency tie-breaker is that such entities no longer need to rely on the grandfathering to qualify for benefits under the Treaty. Canadian Investments via Barbados In addition to being a common jurisdiction used in Canadian outbound structures, Barbados has been a popular jurisdiction used by non-residents when investing in Canada, in particular in Canadian real estate and natural resources. Under Canadian domestic rules, 22 non-residents of Canada are generally only liable for Canadian capital gains tax on dispositions of taxable Canadian property (TCP). 23 Recent amendments have considerably reduced the types of properties that constitute TCP. 24 In particular, unlisted shares of most corporations or interests in a partnership or trust will be TCP at a particular time only if, at any time during the preceding 60 months, more than 50% of their fair market value was derived directly or indirectly from a combination of real or immovable property situated in Canada, Canadian resource properties, timber resource property and options, interests or civil law rights therein. 25 This definition of TCP is consistent with the general international tax principle that the country in which immovable property is located should have the right to tax the gains from the disposition of such property. 26 For example, the OECD model treaty provides that gains from the alienation of shares deriving more than 50% of their value directly or indirectly from immovable property situated in a country may be taxed in that country See Article IV(3) of the Treaty. Article IV(2) contains a number of tie-breaker rules in determining the tax residency of individuals, the last recourse being MAP. 14 Defined in Article III(1)(d) of the Treaty to mean a body corporate or an entity treated as such for tax purposes. 15 Article I of the Protocol. 16 Article III(1)(h) of the Treaty. 17 See the discussion in Garron, supra note 10, regarding the Treaty. 18 Subsection 250(4) of the ITA. 19 Regulation 5907(11.2)(a) to the ITA. 20 By virtue of Article XXX(3) of the Treaty. 21 Regulation 5907(11.2)(c) to the ITA. 22 Subsection 2(3) of the ITA. 23 Defined in subsection 248(1) of the ITA. 24 March 4, 2010 budget proposals, enacted July 12, Paragraph (d) of the definition of TCP in subsection 248(1) of the ITA. 26 The notes in the March 4, 2010 budget indicate that the TCP definition changes were in part to make the domestic rules more consistent with Canada s tax treaties. 27 Article 13(4) of Model Tax Convention on Income and on Capital (Paris: OECD, 2010).

4 3 A number of existing tax treaties between Canada and other countries provide more favourable treatment than the ITA for non-residents. In particular, under Article XIV(3) of the Treaty, Canada may tax the gains from the alienation of shares of a company, or an interest in a partnership or a trust, the property of which consists principally of immovable property situated in Canada. This wording is identical to that in the Canada-Israel Tax Convention, considered by the CRA in a recent interpretation where an Israeli company owned all of the common shares of a Canadian holding corporation that in turn owned shares of Canadian subsidiaries holding immovable property situated in Canada. 28 The position of the CRA is that where the words shares of a company the property of which consists principally of immovable property are used in a tax treaty, the non-resident will not be liable to tax in Canada where the non-resident is disposing of shares of a holding company whose assets consist of shares of other companies (considering only the assets directly owned by the company). The CRA noted that the Department of Finance was made aware of this interpretation and changed the expression used in the Canadian model for tax treaties to derived principally. The CRA further commented as follows: As the UN and OECD treaty models do not use the same wording as the [Canada-Israel] Treaty, the interpretation of the expression used in those models can be different. The OECD model uses the expression deriving more than 50% of their value directly or indirectly which we consider as being broader than consists principally. The expression consists directly or indirectly is the expression that the UN preferred for article 13 as indicated in the Manual for the negotiation of bilateral Tax Treaties and it is another expression that we consider broader than consists principally. The difference in the wording in Article XIV(3) of the Treaty from the TCP definition has been relied upon by tax residents of Barbados who have used a holding corporation, trust or partnership to hold Canadian investments in real property and resource properties, and thereby not be subject to Canadian taxation on a sale of the shares of the holding corporation or the interests in the partnership or trust. The proposed Protocol change conforms the language in Article XIV to that in the OECD model treaty. As noted above, the Treaty already expanded the rule in the OECD model treaty to apply to interests in partnerships and trusts, which has similarly been maintained in the Protocol. No grandfathering of existing ownership structures or accrued gains is contained in the Protocol. In light of the changes to Article XIV(3), non-residents holding Canadian investments through a Barbados entity may wish to consider restructuring their ownership to minimize Canadian tax on divestment of indirect Canadian situs property. Strategies to consider include: disposing of the investments held by the Barbados entity to step up their tax cost and protect accrued gains; changing the asset mix so that the value is no longer derived principally from Canadian real property or resource property; shifting the tax residence of the Barbados entity by moving its place of management or by migration to a country with a favourable tax treaty; and interposing an intermediary entity that is a tax resident of another country with a favourable tax treaty. Relying on the Canada-Israel tax treaty, which has language similar to the Treaty, is likely not an option, since the Department of Finance has recently announced that negotiations to update the Canada-Israel tax treaty will begin in January, Anti-avoidance rules and treaty shopping generally need to be kept in mind in any planning. 30 The recent developments in other countries, as reflected in the Indian tax case of Vodaphone International Holdings BV 31 and similar cases, need also to be kept in mind. 28 CRA Views, I7, dated March 23, See Department of Finance announcement dated December 2, See the general anti-avoidance rule in 245 of the ITA. Note that the CRA will consider applying this rule if it is evident that a structure was put in place in an attempt to obtain tax relief from a tax treaty; see supra note Ruling of the India Supreme Court on the appeal from a September 2010 decision of the Bombay High Court is expected imminently.

5 4 Bad News for Aggressive Taxpayers Canada Revenue Agency Wins Another GAAR Case By: Nigel Johnston, Gabrielle M.R. Richards, Brandon Siegal On December 16, 2011, the Supreme Court of Canada (SCC) released its decision in Copthorne Holdings Ltd. 1 unanimously dismissing the taxpayer s appeal. The following article was the subject of an e-alert published on December 19. This was the fourth appeal heard by the SCC relating to section 245 of the Income Tax Act (Canada) (ITA), a provision more commonly known as the general anti-avoidance rule (GAAR). This decision will be of particular interest internationally as it involved a challenge to tax planning by a non-resident of Canada to repatriate funds from Canada on a basis free from Canadian tax. When the SCC last considered the GAAR two years ago in Lipson 2, there was a surprising division amongst the bench, with three separate sets of reasons being issued. It was heavily speculated that the 11-month delay in issuing this decision was the result of a similar divide. This was not the case. Those looking for a radical debate on the future of the GAAR will be disappointed in the reasons of Justice Rothstein (for the Court), finding only a well-written analysis following the framework previously set out in Canada Trustco 3. Perhaps the only remarkable part of the decision was that the SCC granted leave at all. The reasons of Justice Rothstein differ only slightly from Justice Ryer s reasons, for a unanimous Federal Court of Appeal panel, and the trial level reasons of Justice Campbell. Despite the agreement of 13 separate judges as to the application of the GAAR under these facts, Justice Rothstein s reasons do provide some helpful clarity for the GAAR going forward. Background The facts in the Copthorne appeal are complex. Fundamentally, there were two issues in the case: (1) was a share redemption part of the same series of transactions as an earlier transfer of shares of a subsidiary and subsequent horizontal amalgamation which allowed paid-up capital (PUC) to be preserved which would have been lost on a vertical amalgamation of the subsidiary with its parent; and (2) if so, whether the preservation of PUC by implementing a horizontal amalgamation rather than a vertical amalgamation gave rise to an abusive tax benefit caught by the GAAR. In brief, PUC is an amount that can generally be distributed by a corporation to its shareholders without giving rise to a deemed dividend. In the case of a non-resident shareholder as in Copthorne, a deemed dividend would be subject to Canadian non-resident withholding tax. Thus, a successful preservation of PUC would eliminate Canadian tax on the repatriation of funds in an amount equal to such PUC. The key transactions can be simplified as: 1. The Li family incorporated Investments in Canada in The family made significant equity injections so that by the end of 1991 the PUC of the shares of Investments was about $97 million. 2. Investments used the funds to capitalize a Canadian subsidiary, Holdings. The PUC of the shares of Holdings was about $67 million by the end of Holdings made a share investment with the funds, which subsequently declined to a nominal value. 3. Copthorne I was a wholly-owned Canadian subsidiary of a Netherlands corporation, indirectly owned by the Li family. Its issued shares had PUC of $1 when established in SCC SCC SCC 54.

6 5 4. In 1992, Investments sold Holdings to Copthorne I for $1,000, being its value at that time, as part of a loss consolidation strategy. 5. In 1993, the Li family decided to amalgamate Holdings, Copthorne I and two other corporations to simplify the corporate group and to consolidate income and losses of the amalgamating corporations. If the amalgamation of Holdings and Copthorne were achieved by way of a vertical amalgamation of Copthorne, the parent, with Holdings, the subsidiary, the PUC of the amalgamated corporation would have been equal to the PUC of Copthorne (i.e., $1) by reason of the application of subsection 87(3) of the ITA. Instead, Holdings was sold to the Netherlands parent of Copthorne I for $1,000 (1993 Sale). 6. Holdings and Copthorne, now sister corporations, amalgamated to form Copthorne II and the PUC of Copthorne II was determined by adding the PUC of the amalgamating corporations, including the $67 million of PUC of Holdings (1994 Amalgamation). 7. The 1993 Sale and the 1994 Amalgamation were part of a series of transactions (1993 Series) designed to offset capital losses against capital gains within the Li family group of Canadian corporations. 8. In 1995, a series of further restructurings (1995 Series) was undertaken by the Li family to avoid the adverse effect of amendments to the foreign accrual property income regime on its investments. 9. A preliminary step in the 1995 Series was the acquisition by a related Barbados corporation of all the shares of Copthorne II and Investments from their Netherlands parent. The capital gain on this sale was not taxable in Canada by virtue of the Canada-Netherlands tax treaty. 10. Effective January 1, 1995, Copthorne II amalgamated with its sister corporation, Investments, and two other corporations in Canada to form Copthorne III. As a result, the Barbados corporation received shares of Copthorne III that had a combined PUC of $164 million, essentially representing the total PUC of the shares of Investments, Holdings and Copthorne I. 11. Immediately after the amalgamation, Copthorne III redeemed certain of its shares having a PUC of $142 million held by a related Barbados corporation for $142 million. If the PUC of the shares had not been equal to their redemption amount, a deemed dividend would have arisen to the extent of any PUC deficiency, which would have been subject to 25% withholding tax, reduced to 15% under the Canada-Barbados tax treaty. The Minister of National Revenue assessed Copthorne, applying GAAR to deny the preservation of the PUC of the shares of Holdings throughout the subsequent amalgamations. The Minister applied the GAAR on the basis that the 1993 Sale was an abusive avoidance transaction and that the PUC of the shares of Holdings should have been reduced to nil upon its amalgamation with its (former) parent Copthorne I. The reduced PUC would have resulted in a deemed dividend in the amount of $58 million on the redemption by Copthorne III of its shares. The SCC Decision Series of Transactions: It s (Still) Okay to Look Back Subsection 248(10) of the ITA provides that, where there is a reference to a series of transactions or events, the series is deemed to include any related transactions or events completed in contemplation of the series. In arguably the most interesting portion of the reasons, the SCC determined once and for all that subsection 248(10) allows for both a prospective (i.e., looking forward) and retrospective (i.e., looking backward) connection between a transaction and a common law series. Justice Rothstein was clear to note that the same determination had been made in Canada Trustco and that there was no basis for the Court to reverse its own recent decision.

7 6 Another clarification was made regarding the threshold required to connect a transaction with a series. At the trial level, Justice Campbell applied the reasoning from MIL Investments 4 to search for, and find, a strong nexus between the share redemption by Copthorne III and the 1993 Series. Justice Rothstein clarified that the test does not require a strong nexus but does require more than a mere possibility or an extreme degree of remoteness. Guidance was given that the length of time between transactions could be a relevant consideration. The SCC agreed the trial judge made no palpable or overriding error in determining that the 1993 Series and the 1995 Series (including the share redemption) were sufficiently connected. The GAAR Having established that each transaction in the 1993 Series and the 1995 Series was part of one series of transactions, the next issue was whether the GAAR applied. The GAAR provides that, if a transaction is an avoidance transaction, the tax consequences will be determined as is reasonable in the circumstances in order to deny a tax benefit that would otherwise result from the transaction or the series of transactions of which it is a part. However, the GAAR may only be applied if it may reasonably be considered that the avoidance transaction (i) would, if the ITA were read without reference to the GAAR, result in a misuse of, inter alia, the provisions of the ITA or the Regulations or a tax treaty; or (ii) would result directly or indirectly in an abuse having regard to those provisions, other than the GAAR, read as a whole. (i) Tax Benefit In a theme consistent with Canada Trustco, Justice Rothstein highlighted the difficult evidentiary burden placed on taxpayers to refute the Minister s assumption of a tax benefit. Great deference is to be given to the trial judge, as a finding of fact on a tax benefit is only to be overturned when a palpable and overriding error can be established. A tax benefit can be established by comparison with an alternative arrangement. In this instance, the SCC found that the trial judge made no error in comparing the 1993 Sale and 1994 Amalgamation with the simpler course of action of amalgamating Holdings vertically with its parent Copthorne I. The tax benefit was the difference between the share redemption being tax-free rather than giving rise to a deemed dividend in the amount of $58 million. (ii) Avoidance Transaction The taxpayer argued that the true purpose of the 1993 Series was not to obtain a tax benefit but to simplify the corporate structure and implement a loss utilization scheme. However, the SCC found no error in the trial judge s finding that the 1993 Sale to convert Holdings from a subsidiary of Copthorne I into a sister corporation was not necessary to achieve the stated goals. The addition of the 1993 Sale was for no other purpose than to preserve the $67 million of PUC, and therefore, was an avoidance transaction that was part of a series of transactions which resulted in a tax benefit. (iii) Abusive Transaction The GAAR is a provision of last resort and before being applied to deny a tax benefit a court must conduct an objective, thorough and step-by-step analysis. After concisely summarizing the facts and his analysis on the existence of a tax benefit and an avoidance transaction, Justice Rothstein focused on the question whether there was an abusive transaction. The majority of his lengthy reasons provide a template for the type of detailed analysis that is expected in a GAAR appeal. Throughout the analysis are a number of clarifying statements. Practitioners will no doubt rejoice in the obligatory affirmation that the Duke of Westminster 5 is alive, along with the memorable phrase that moral opprobrium of creative tax planning is inappropriate. It is acknowledged there is no general TCC [1936] A.C. 1.

8 7 principle against corporate reorganizations and that tax motivated reorganizations will only be subject to the GAAR where there is a finding of abuse. The oft-asked question as to whether there is any difference between a misuse and an abuse of the ITA is conclusively answered in the negative. As noted above, the GAAR will only apply if a transaction results in a misuse or abuse of a particular provision. The object, spirit or purpose of a particular provision is to be identified by applying the same interpretive approach employed in all questions of statutory interpretation a unified textual, contextual and purposive approach. Justice Rothstein noted that while the approach is the same as in all statutory interpretation, the goal of the GAAR analysis is to determine a different aspect of the statute than in other cases. In a traditional approach, the Court applies the textual, contextual and purposive analysis to determine what the words of the statute mean. In a GAAR analysis the textual, contextual and purposive analysis is employed to determine the object, spirit or purpose of a provision. He notes that the meaning of the words of the statute may be clear enough but the search is for the rationale that underlies the words that may not be captured by the bare meaning of the words themselves. Determining the rationale of the relevant provisions of a statute such as the ITA, however, should not be conflated with a value judgment of what is right or wrong nor with theories about what tax law ought to be or ought to do. We are reminded that GAAR is to be invoked only when the Minister concedes that the words of the statute do not cover the transactions at issue. Accordingly, if the court s analysis were to look solely at the text of the ITA, the GAAR would be rendered meaningless. In looking beyond the text for the underlying purpose of subsection 87(3) of the ITA, Justice Rothstein referred to some secondary sources as contemplated by Canada Trustco but ultimately determined the policy through analysis of the provisions at issue. Indeed, rather than a theoretical discussion about whether tax was improperly minimized or the purpose of the overall PUC regime, the focus was on whether subsection 87(3) was abused. By showing that the 1993 Series including the 1993 Sale were designed to circumvent subsection 87(3) by turning a vertical amalgamation into a horizontal one, it was evident to Justice Rothstein that the statutory intention for PUC to be reduced had been defeated. Going forward, taxpayers can expect future GAAR appeals to be similarly focused with an emphasis on the specific provisions of the ITA, the regulations or a tax treaty. Arguably, the unanimous reasons of 13 separate judges who considered the Copthorne appeal may signal that finally, as stated in Canada Trustco, the goals of predictability and consistency in GAAR analysis may be possible.

9 8 Payments to Non-Resident Financial Intermediaries Update on Canadian Withholding Tax Obligations By: Nigel Johnston and Gabrielle M.R. Richards The Canada Revenue Agency (CRA) has amended its administrative position on Canadian withholding tax obligations on payments of interest, dividends, royalties, etc., to non-residents to be effective on January 1, 2012 (now extended to January 1, 2013). As previously discussed in New Developments in Canadian Withholding Tax Obligations New Forms Signal the End of the Address Rule, the new guidelines impose greater due diligence and reporting duties on persons paying amounts to nonresident beneficial owners of Canadian securities (debt, equity and trust securities), particularly where the non-resident wishes to claim treaty benefits that reduce the rate of withholding. In a recent technical interpretation, 1 the CRA considered whether administrative relief is available where payments are made to a foreign financial intermediary (FFI) that holds Canadian securities for Canadian resident beneficial owners. An FFI may have included securities held by Canadian resident holders in an omnibus account with those of non-resident holders entitled to a 0% withholding rate by reason of the application of Canadian domestic rules or a tax treaty. The CRA s position is that administrative relief from Canadian withholding tax would not be available for payments made to an FFI in such circumstances. The reason for not providing relief is that the CRA is concerned about tax compliance where a Canadian resident beneficial owner is using a foreign agent or nominee (i.e., the FFI). Thus, all payments to FFIs for underlying Canadian resident beneficial owners will be subject to the full 25% withholding tax. 2 Further, the FFI will be required to comply with Canadian tax reporting. 3 Limited relief is available, however, to exempt entities such as a registered pension plan that hold Canadian securities through an FFI. The exempt entity would need to apply to the CRA to obtain a letter confirming that no Canadian tax needs to be withheld by the person paying the amounts to the FFI or by the FFI. 4 CRA concludes with the statement that taxpayers who discover that they are in breach of their withholding obligations may wish to consider making a voluntary disclosure. Our Tax Group is available to assist taxpayers that find themselves in this predicament. 1 CRA views, E5, dated November 16, Under Part XIII of the Income Tax Act (Canada). 3 Forms T5 and T5 Summary. 4 Note that tax reporting by the FFI (Form T5) would still be required.

10 9 End of the Address Rule for Determining Withholding on Payments to Non-Residents Extension of Transitional Period Announced By: Nigel Johnston In our earlier update, New Developments in Canadian Withholding Tax Obligations New Forms Signal the End of the Address Rule, we discussed the change from the Canada Revenue Agency s previous position that generally accepted the use of the payee s name and address for determining whether to apply treaty benefits. There was a transition period until December 31, 2011 to allow payers to gather any additional information they needed. The Canada Revenue Agency has announced that it is extending the transitional period until December 31, 2012 to allow payers to gather additional information about payees and to perform procedural changes and system upgrades that may be required to react to the increase in information. Key Contacts in Our Tax Group National Practice Group Leader and Ontario Regional Contact Douglas Cannon dcannon@mccarthy.ca British Columbia Rosemarie Wertschek, QC rwetscheck@mccarthy.ca Alberta Ron Mar rmar@mccarthy.ca Québec Frédéric Harvey fharvey@mccarthy.ca Every effort has been made to ensure the accuracy of this publication, but the comments are necessarily of a general nature, are for information purposes only and do not constitute legal advice in any manner whatsoever. Clients are urged to seek specific advice on matters of concern and not rely solely on the text of this publication.