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ARTICLE · 27 OCTOBER 2006

Special Issues with Canadian Exchangeable Share Structures in Cross-Border Transactions

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This article examines special issues that may arise in the course of cross-border transactions involving U.S., U.K., EU or other non-Canadian acquirers ("Buyers") of shares of Canadian corporations ("Canadian Targets") from Canadian residents ("Canadian Sellers") in consideration for shares of the Buyer.

CanadaCorporate/Commercial Law
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By Gary S. Fogler, Partner, Fasken Martineau DuMoulin LLP and Bill Budgell, CA, Tax Partner, Grant Thornton LLP

This article examines special issues that may arise in the course of cross-border transactions involving U.S., U.K., EU or other non-Canadian acquirers ("Buyers") of shares of Canadian corporations ("Canadian Targets") from Canadian residents ("Canadian Sellers") in consideration for shares of the Buyer.

Background

As noted in Gary Fogler’s 2005 articles (the "Fogler Articles") entitled "U.S.-Canada Cross-Border Acquisitions Using Exchangeable Shares", "U.K.-Canada Cross-Border Acquisitions Using Exchangeable Shares" and "EU-Canada Cross-Border Acquisitions Using Exchangeable Shares", U.S., U.K. and EU corporations have for some time been active acquirers of Canadian corporations using Canadian exchangeable shares as consideration to facilitate their acquisitions.

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