MILLER THOMSON LLP. Barristers & Solicitors, Patent & Trade-Mark Agents TAX NOTES THE US OFFERS AN INCENTIVE TO REPATRIATE EARNINGS

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1 MILLER THOMSON LLP Barristers & Solicitors, Patent & Trade-Mark Agents TAX NOTES Spring 2005 A publication of Miller Thomson LLP s Tax Group Inside The US Offers an Incentive to Repatriate Earnings Foreign Exchange Gains and Losses Federal Court of Appeal Rejects Economic Realities Test Confirming the Right to Establish Duty Saving Arrangements Health and Welfare Trusts Achievements, Publications and Seminars THE US OFFERS AN INCENTIVE TO REPATRIATE EARNINGS Steven R. McLeod Toronto smcleod@millerthomson.ca On October 22, 2004, the US President signed into law the American Jobs Creation Act ("AJCA") which allows US corporations to repatriate offshore cash balances at a reduced tax rate. Broadly, the AJCA added new section 965 to the Internal Revenue Code which provides that a corporation that is a US shareholder of a controlled foreign corporation may elect, for one taxable year, an 85% dividends received deduction (DRD) with respect to certain cash dividends it receives from its controlled foreign corporation. Under the DRD, the tax rate for dividends otherwise subject to the top US corporate tax rate of 35% is effectively reduced to 5.25%. There are certain requirements under section 965 which may mitigate its attractiveness. Also, Canadian corporate and tax law implications should be carefully considered prior to paying a dividend to a US parent. Requirements for Repatriating Earnings The DRD in new section 965 is not available to all US corporations. The DRD is only available to a parent corporation governed by subchapter C of the Internal Revenue Code (a "C-corporation"), essentially a regular corporation and not a pass through entity. This means that a US limited liability company ("LLC") generally cannot take advantage of the DRD. For a limited liability company to have access to the DRD, it would be required to elect to be treated as a C- corporation, which would typically defeat an LLC's tax planning purpose. The DRD is available for dividends received either during the US parent's first tax year beginning on or after October 22, 2004 or during its last tax year beginning before October 22, In general, a taxpayer elects to apply the DRD to a taxable year by filing Form 8895 with its tax return. A cash dividend paid by a Canadian subsidiary to a pass-through entity (a partnership or an LLC) that is owned by a US shareholder will be treated as received by the US shareholder only if and to the extent that the shareholder receives cash in the amount of the dividend paid by the Canadian subsidiary. In addition, in the case of a partnership, a cash dividend is treated as received by a US partner only if the amount of the dividend is allocated to the US partner. There are four notable limitations and conditions to using the DRD. 1

2 1. The amount of the dividend must be invested in the US pursuant to a domestic reinvestment plan that is approved by the US corporation's president or CEO before the payment of the dividend (and subsequently approved by the board of directors) and which must provide for the investment of the dividend in the US The investment could be for the purposes of funding worker hiring and training, infrastructure, research and development, capital investments, or the financial stabilization of the corporation for the purposes of job retention or creation. Executive compensation does not qualify. 2. The amount of dividends eligible for the deduction is limited to the greatest of the following three amounts: (1) $500 million; (2) the amount shown on the taxpayer's audited financial statement, dated before July, 2003, as earnings permanently reinvested outside the US; or (3) if the amount in (2) is not specified but such statements show a specific amount of tax liability attributable to such earnings, then the amount of such liability divided by 35%. 3. To prevent the financing of dividend payments, the amount of dividends eligible for the deduction is reduced by any increase in related-party indebtedness of the Canadian subsidiary between October 3, 2004, and the close of the election year. 4. The amount of dividends eligible for the deduction is limited to the excess of the dividends received during the taxable year by the US shareholder from the Canadian subsidiary over the average amount of dividends received by the corporation throughout a three year period. The base period years are the three taxable years which are among the five most recent taxable years ending on or before June 30, 2003, determined by disregarding the year for which such total amount is highest and the year for which such total amount is lowest among such five years. Canadian Tax and Corporate Law Implications Prior to paying a dividend to take advantage of the DRD, the Canadian withholding tax implications and the impact of the "thin capitalization" rules in the Income Tax Act (Canada) (the "Act") should be considered. Pursuant to the Canada-US Income Tax Convention (the "Convention"), the 25% withholding tax rate under the Act is reduced to 5% if the beneficial owner of the dividend is a corporation that owns at least 10% of the voting stock of the Canadian resident payor corporation. In all other cases, the Convention reduces the withholding tax rate to 15%. Where a cash dividend is paid to a pass-through entity (a partnership or an LLC), two important tax considerations become relevant. Where a Canadian corporation pays a dividend to a partnership, the Canada Revenue Agency ("CRA") is of the view that the pro rata share of such dividend which flows through the partnership to a US resident corporation will be subject to withholding tax of 15% irrespective of the partner's interest in the partnership and its indirect interest in the shares of the Canadian corporation. Secondly, the CRA does not consider a US LLC to be eligible for the benefits of the Convention unless the LLC has elected for US tax purposes to be treated as C-corporation. This means that where a US LLC is an intermediary between the Canadian subsidiary and the US parent, the withholding tax rate will be 25%. The Act contains so-called thin capitalization rules which deny the deductibility of interest payable by a Canadian corporation on debt owing to "specified non-residents" (e.g. the parent corporation) to the extent that the ratio of such debt to the "equity" of the Canadian subsidiary exceeds 2:1. A dividend paid in a year will reduce the retained earnings of the subsidiary. The retained earnings at the beginning of the year form part of the "equity" of the subsidiary for purposes of the thin capitalization rules. Hence, care should be taken to ensure that the dividend does not result in the subsidiary exceeding the 2:1 debt equity ratio for succeeding years. The Canada Business Corporations Act (the "CBCA") and the various provincial corporations statutes prohibit the payment of dividends unless the paying corporation meets a solvency test. For instance, under the CBCA, a corporation may not declare or pay a dividend if there are reasonable grounds for believing that: (a) the corporation is, or would be after the payment be, unable to pay its liabilities as they become due; or 2

3 (b) the realizable value of the corporation's assets would, after the payment, be less than the aggregate of its liabilities and stated capital of all classes. These restrictions will limit the amount of the dividend that a corporation may pay in order to take advantage of the DRD. FOREIGN EXCHANGE GAINS AND LOSSES John M. Campbell Toronto jcampbell@millerthomson.ca Imperial Oil Limited v. The Queen In this case, Imperial Oil sought a deduction under paragraph 20(1)(f) of the Income Tax Act in respect of foreign exchange losses arising on repayments of US dollar capital indebtedness. The Tax Court dismissed Imperial Oil's appeal. The Federal Court of Appeal recently reversed the Tax Court's decision and allowed the deduction. Paragraph 20(1)(f) provides two different deductions. The first deduction is for payment by a borrower of certain original issue discounts where the debt obligation was issued for at least 97% of its principal amount and the yield does not exceed 4/3 of the stated interest rate. This was not the deduction in dispute in the Imperial Oil case. Paragraph 20(1)(f) also allows a deduction in respect of debt repayments where these discount and yield conditions are not met. In this case, subparagraph 20(1)(f)(ii) allows a deduction equal to one-half of the amount by which principal payments exceeds "the principal amount of the obligation". Imperial Oil argued for a deduction under subparagraph 20(1)(f)(ii) in respect of repayments of capital indebtedness on the basis that the Canadian dollar equivalent of the principal repayments made in US dollars converted at the time of repayment exceeded the Canadian dollar equivalent of the principal amount of the debt converted at the time the loan was originally made. The Crown argued that paragraph 20(1)(f) was not intended to provide a deduction for foreign exchange losses and that the difference between repayments and the principal amount of the debt should be determined using the same foreign exchange rate such that no deduction was available. The Federal Court of Appeal decided for Imperial Oil on the basis of the well established approach of converting foreign currency amounts to Canadian dollars for the purposes of computing a taxpayer's income under the Income Tax Act at the time of each relevant transaction. The Crown is seeking leave to appeal to the Supreme Court of Canada. It seems likely that paragraph 20(1)(f) was not intended to provide a deduction for foreign exchange losses. Thus, if Imperial Oil remains successful, paragraph 20(1)(f) will probably be amended. In the meantime, any taxpayer with similar foreign exchange losses should consider claiming a paragraph 20(1)(f) deduction in any current income tax return and filing notices of objection for past years where possible to claim such a deduction. Repayment of Foreign Currency Shareholder Loans In the more recent past, the US dollar has declined against the Canadian dollar and many other currencies. Thus, more recent repayments of US dollar indebtedness by Canadian taxpayers are giving rise to gains rather than losses. The decline of the US dollar against the Canadian dollar should not be forgotten when a US parent corporation is repaying US dollar debt owing by the parent to its Canadian subsidiary. Unless a loan from a Canadian subsidiary to a US parent company is repaid within one year after the end of the year of the subsidiary in which the loan was made, the amount of the loan still outstanding is deemed to be a dividend from the Canadian subsidiary subject to withholding tax. In the case of a US dollar loan from the Canadian subsidiary, the amount required to be repaid to avoid a deemed dividend will be the Canadian dollar equivalent of the US dollar amount loaned converted at the time the loan was made. Where the US dollar has declined against the Canadian dollar, repayment of the same amount of US dollars originally loaned will 3 not completely discharge the loan and a deemed dividend will result.

4 FEDERAL COURT OF APPEAL REJECTS "ECONOMIC REALITIES" TEST CONFIRMING THE RIGHT TO ESTABLISH DUTY SAVING ARRANGEMENTS Daniel L. Kiselbach Vancouver Introduction The question of how the Customs Act should be interpreted has been, until recently, open to debate. In AAi FosterGrant of Canada Co. v. The Commissioner of the Canada Customs and Revenue Agency ("AAi FosterGrant"), the Federal Court of Appeal confirmed that the Customs Act should be interpreted in a manner similar to other tax legislation. In AAi FosterGrant, the Court indicated that businesses may arrange transactions in a way that results in the payment of the least amount of duty, as long as the arrangement fits within the plain meaning of the applicable words of the Customs Act. The Court rejected an interpretation of the Customs Act that would have allowed the Commissioner to look through a structure or activity and assign a value for duty having regard to the "economic realities" of transactions. The Court indicated that this was clearly wrong. As as result, the Court agreed with the valuation approach of a Canadian subsidiary. The Court held that the Canadian subsidiary may pay duty based on the value of goods sold to it by its foreign parent company; not the higher retail value paid by customers of the Canadian subsidiary. Key Facts in AAi FosterGrant AAi Canada, a wholly owned subsidiary of AAi US, imported goods (such as sunglasses) for resale to retailers such as Zellers, Wal Mart Canada and Sears Canada. The circumstances respecting the sale for export to Canada included the following: 1. AAi Canada purchased the goods from AAi US; 2. AAi Canada imported the goods into Canada for resale to Canadian retailers; 3. AAi Canada took title to the goods on delivery in AAi US's warehouse; 4. AAi Canada packaged the goods at AAi US's warehouse for sale to Canadian retailers, and did not maintain any inventory in Canada; 5. AAi Canada leased offices and a showroom in Canada, employed approximately 100 employees and retained a payroll service; 6. AAi Canada employees negotiated sales terms with Canadian retailers, approved purchase orders and developed marketing programs within AAi US guidelines; 7. AAi management employees had authority to sign leases and contracts, approve payment of expenses and hire and fire employees; 8. AAi Canada and AAi US entered into a service agreement whereby AAi US provided AAi Canada with financial support and banking services; 9. AAi Canada's money was held in bank accounts in the US which were inaccessible to AAi Canada employees; 10. AAi Canada earned profits from the sale of goods purchased from AAi US, and paid Canadian income tax. 4

5 The Position of the Parties AAi Canada claimed that goods that it purchased and imported from AAi US were dutiable on the basis of the inter-company sales price. The Commissioner took the position that the goods should not be valued on the basis of the inter- company selling price. Rather, the Commissioner decided that the value for duty of the goods was based on the price paid by customers of AAi Canada. The decision of the Commissioner, which was supported by a decision of the Canadian International Trade Tribunal ( CITT ), increased the value for duty of the imported goods by approximately 200%. The Commissioner took the position that AAi Canada was not "a purchaser in Canada" having regard to certain "economic realities" respecting its operations and the nature of the supply stream of goods to its customers. As such, the Commissioner sought to disregard the inter-company sale price. The Commissioner's position was that AAi Canada was not a purchaser in Canada as it did not "carry on business in Canada". It was suggested that, as a matter of economic reality, AAi US was importing goods and selling them to Canadian retailers. Therefore, it was suggested that the goods were dutiable on the basis of the price that was paid or by the retailers. On appeal, the CITT also looked through the corporate arrangements of AAi Canada and AAi US. It upheld the Commissioner's decision, and indicated that the goods should be valued upon the price paid by the retailers; not the lower price paid by AAi Canada. The CITT reasoned that AAi Canada was not "carrying on business" because AAi US was so significantly involved in the affairs of AAi Canada that the business was really being conducted by AAi US. The CITT noted that AAi US maintained control over negotiations of supply arrangements with Canadian retailers, that AAi Canada did not have authority to negotiate with new clients or negotiate resale terms without seeking AAi US approval, and that AAi Canada employees worked within specific ranges provided by AAi US. Federal Court of Appeal The Federal Court of Appeal rejected the CITT's reasoning. The Federal Court of Appeal found that AAi Canada was "carrying on business" in Canada and fell within the definition of "purchaser in Canada". Thus the value of the goods was held to be based upon the lower-inter company purchase price. The Court did not agree with the position that a Canadian subsidiary should not be treated as the real purchaser of the goods where it requires foreign parent approval in order to sell the goods. It declined to decide the matter based upon "economic realities", and found that a company that buys and sells goods on its own account for profit is "carrying on business". The Court indicated that AAi Canada's activities fell within the plain meaning of the words "carrying on business", and that the plain meaning of the words of the Customs Act should be applied where the words are clear and unambiguous. The AAi FosterGrant decision provides clear support to those who wish to take advantage of customs duty savings arrangements, through for example, related company transactions, distribution agreements and other activities. HEALTH AND WELFARE TRUSTS William J. Fowlis Calgary wfowlis@millerthomson.ca A health and welfare trust is a trusteed arrangement that allows employers to provide certain health and welfare benefits to employees and former employees and their families rather than or supplemental to, health benefits for employees being provided generally through an insurance company. 5

6 The term "health and welfare trust" is not defined in the Income Tax Act (the "Tax Act"), but rather is a creature of administrative practice and pronouncements of the Canada Revenue Agency ("CRA"). The health and welfare trust must be a trust administered by an independent trustee or trustees, and the plan must cover at least two employees. The types of benefits that may be managed through a health and welfare trust are restricted to group sickness or accident insurance plans, private health services plans, group term life insurance policies, or any combination of these. The establishment of a health and welfare trust includes the ability to provide additional coverage for a select group of employees by providing coverage for additional medical services or providing for the payment of 100% of the costs incurred by the employees. Benefits derived by an employee from an employer contribution to a health and welfare trust are generally not taxable to the employee and the payments made by the employer to the health and welfare trust are generally speaking deductible to the employer in the computation of income for tax purposes, clearly a favourable tax result. This favourable tax treatment generally applies only to employees. For employees who are also shareholders in a corporation such as shareholder owner-managers, the favourable tax treatment would only apply in the individual's capacity as an employee and not in the capacity as a shareholder. The CRA has assessed shareholders as receiving a taxable benefit where it is considered that the individual received the benefit in the capacity as a shareholder rather than as an employee. The recent decision of the Tax Court of Canada in the Informal Procedure tax case of Spicy Sports Inc. and Steve Cousins v. Her Majesty the Queen confirms this principle, depending upon the facts and circumstances. In that case, the individual appellant was found to be taxable on a benefit received as a shareholder for the costs of a knee operation paid for under a "cost plus" type of private health services plan and the corporate appellant was not permitted to deduct the payment to the plan on the basis that it was not incurred to earn income. Health and welfare trusts are an administrative concession by the CRA. While certain conditions have been set out by the CRA, there is no formal registration procedure. Some of the requirements in order for a properly constituted health and welfare trust to have been created in the views of the CRA are that the funds contributed to the trust cannot revert back to the employer or be used for any purpose other than providing the health benefits agreed to. In order to restrict what the CRA considers to be excessive tax deductions, it is the CRA's position that the employer's contributions to the health and welfare trust must not exceed the amounts required to provide current benefits. Some tax practitioners believe that the CRA's position is not entirely correct. Therefore, an issue may arise if lump sum payments are made to the health and welfare trust to provide for benefits such as disability income coverage. Another requirement is that the payments by the employer must be legally required under the trust document and cannot be simply made on a voluntary basis. As well, the trustees are required to act independently of the employer in order so that the employer does not retain control over the funds within the health and welfare trust. Generally, qualifying benefit plans covered by a health and welfare trust must either be insured or be in the nature of insurance. If funded, the contributions must be funded on insurance principles and the design of the plans covered by the health and welfare trust themselves, whether funded or unfunded, must follow insurance principles. For example, a private health services plan must provide for an undertaking by one person, to indemnify another person, for agreed consideration, from a loss or liability in respect of an event, the happening of which is uncertain. The lack of the existence of insurance principles would taint a private health services plan. Caution should be used in dealing with "cost-plus arrangements" as these arrangements may not contain the necessary insurance elements. Employer contributions to a health and welfare trust are deductible to the extent that they are reasonable and incurred to earn income. For employers using the accrual method of accounting, the payments should be deductible in the year in which the legal obligation to make the contributions arose. The health and welfare trust itself does not pay tax on the payments received from the employer and none of the payments made by the trust to the employees are deductible. However, the health and welfare trust would pay tax on any investment income earned by the trust at the top marginal tax rate for individuals. Certain costs will be incurred in order for the establishment and ongoing maintenance of a health and welfare trust. These costs would include professional fees incurred for establishing the trust, maintaining financial 6

7 records, filing tax returns, reporting to the employer and employees, ongoing compliance with the applicable agreements, dealing with any employee claims and other ongoing management of the health and welfare trust. In addition, depending on the type of benefits covered by the plan, actuarial valuations may be required to establish the liability that is to be funded by the employer to the health and welfare trust. Actuarial valuations would likely be required in the event that the health and welfare trust will fund disability insurance or critical illness insurance. Generally speaking, there is no limitation imposed by the CRA on the types of investments which can be made a health and welfare trust. There may be general limitations on trustees regarding the nature of investments that can be made with trust funds which in most provinces require a "prudent investor" standard. The trust document itself can specify investments permitted or required with trust funds in the particular circumstances and may broaden the nature of investments that can be made by the health and welfare trust. One type of investment which is restricted by the CRA's administrative position is investments in the employer itself or a party related either directly or indirectly to the employer. A health and welfare trust can be an effective approach for an employer to provide benefits for selected groups of employees that supplement or replace standard group benefits. Contributions to health and welfare trust are deductible to the employer provided they are reasonable in the circumstances. Employees would not receive taxable benefits for benefits derived from contributions to the health and welfare trust (except to the extent that they represent group term life insurance premiums), but they may have an income inclusion for benefits ultimately received, depending on the nature of the benefits received. A health and welfare trust can be a useful approach for an employer to provide these supplemental or enhanced benefits. ACHIEVEMENTS, PUBLICATIONS AND SEMINARS Susan M. Manwaring of our Toronto office spoke on Current Canadian Tax Issues at the Diocesan Fiscal Management Conference in Chicago in September, Mark P. Chartrand of our Vancouver office published an article entitled Is Your Donation Part of a 'Tax Shelter'? in the October, 2004 issue of Charitable Thoughts, the newsletter of the Ontario Bar Association Charities Section. Robert B. Hayhoe of our Toronto office published an article entitled Cross-Border Operations by Canadian Registered Charities in the Canadian Tax Journal in October, Martin J. Rochwerg of our Toronto office spoke on Overview of Estate Planning - New Developments, Cases and Changes that Affect the Industry at The Wealth Management Summit of The Strategy Institute in Toronto on November 3, Martin J. Rochwerg spoke on Estate / Tax Planning for Osgoode Hall Law School Continuing Legal Education in Toronto on November 17, Martin J. Rochwerg presented a paper on Recent Tax Developments at the Law Society of Upper Canada's Trusts and Estates Forum in Toronto on December 1, Robert B. Hayhoe assisted Arthur B.C. Drache of our Toronto office with new material which Thomson- Carswell released as a major update to Canadian Taxation of Charities and Donations in late Robert B. Hayhoe and Teresa Douma, VP Legal of the Canadian Council of Christian Charities, published an article entitled Commentary: On Tax Rules for Registered Charities Outside Canada in The Lawyers Weekly in January, Susan M. Manwaring published an article entitled Care in the Registration Application Process is Key to a Successful Registration Appeal in Charitable Thoughts in January, John M. Campbell of our Toronto office spoke on Transfer Pricing at the York Technology Association's CFO Peer Group in Markham on January 13,

8 Gerald D. Courage of our Toronto office presented a paper on Utilization of Tax Losses at the Fifth Annual Conference on Taxation of Corporate Reorganizations presented by Federated Press in Toronto on January 19 and 20, William J. Fowlis and Natalie M. Fenez of our Calgary office spoke on Legal, Tax and Practical Issues Involved with Using a Trust to Carry on Business at the Calgary Chapter of the Society of Trust and Estate Practitioners in Calgary on January 20, Clarke D. Barnes, Wendi P. Crowe, William J. Fowlis, Sandra M. Mah and Joseph W. Yurkovich, of our Calgary office, made presentations at the Miller Thomson LLP Breakfast Seminar Recent Tax, Corporate & Trust Developments held on January 26, 2005 in Edmonton and on January 27, 2005 in Calgary. Arthur B.C. Drache and Robert B. Hayhoe published an article entitled Modern Canadian Federal Not-for- Profit Statute Introduced in The Exempt Organization Tax Review in February, Susan M. Manwaring was quoted in an article, Develop a Charitable Strategy, in the Toronto Star newspaper on February 6, Gregory P. Shannon of our Calgary office moderated a panel on Oil Sands Technologies Emerging from Calgary presented by Calgary Enterprise Forum in Calgary on February 17, Susan M. Manwaring published an article entitled CRA Releases Guidance on Issuing Receipts Where Donor Receives Partial Consideration in The Lawyers Weekly in March, Susan M. Manwaring published an article entitled Official Donation Receipts - Certainty for New Rules 2005? for the Ontario Bar Association Charity and Not-for-Profit Law Section in the March, 2005 issue of Charitable Thoughts. Lysane Tougas of our Montréal office published an article entitled CRA Continues to Expand Testamentary Gifts for the Ontario Bar Association Charity and Not-for-Profit Law Section in the March, 2005 issue of Charitable Thoughts. Normand Royal of our Montréal office spoke on Tax Planning in Case of Family Break-up at the Association de Planification Fiscale et Financiè in Quebec City on March 9, William J. Fowlis spoke on Shareholder Agreements to the Calgary Chapter of Canadian Association of Family Enterprise (CAFÉ) at the CAFÉ College 2005 on March 11, 2005 Arthur B.C. Drache spoke on The Use of Insurance in Estate Planning to the Estate Planning Council of Winnipeg on March 17, Normand Royal spoke on Attribution Rules, Tax and Civil Law Consequences at the Association de Planification Fiscale et Financière in Montréal on March 19, Joseph W. Yurkovich of our Edmonton office spoke on Bill 16 Amendments to the Alberta Business Corporations Act at the Northern Alberta Business Law Section of the Canadian Business Association in March 22, Gregory P. Shannon participated in a panel at the Accessing US Capital and Doing Business in the US Forum presented by Calgary Technologies Inc. in Calgary on March 23, Gregory P. Shannon lectured on the Role and Responsibility of the Professional Engineers in Society - ENGG 513 for the Engineering Faculty of the University of Calgary on March 29 and 31, Rachel L. Blumenfeld of our Toronto office presented a paper entitled Charitable Remainder Trusts to the Financial Advisors of Qualified Financial Services on March 31,

9 Gregory P. Shannon moderated a panel on Ideals at Dinner Hour - 4 Emerging Enterprises from Calgary presented by Calgary Enterprise Forum in Calgary on April 5, Daniel L. Kiselbach and Katherine Xilinas of our Vancouver office published an article entitled Reducing Duties on Imported Goods in The Lawyers Weekly, on April 8, Robert B. Hayhoe spoke on Tax Issues for Gift Planners at the Annual Conference of the Canadian Association of Gift Planners in Quebec City on April 13, Gregory P. Shannon spoke on a panel on Going Public on The TSX-V presented by the 2005 TSX-V Calgary Roadshow on Accessing Public Venture Capital in Calgary on April 13, Daniel L. Kiselbach spoke on Customs Appeals at the IE Canada Conference in Toronto on April 20, Robert B. Hayhoe and Marcus Owens of Chaplin & Drysdale in Washington DC will be presenting a paper on Intermediate Sanctions: Lessons from the US Experience at the Second Annual Charity Law Symposium presented by the Canadian Bar Association in May, William J. Fowlis will publish an article entitled Planning Considerations with respect to Employees Profit Sharing Plans in Taxation of Executive Compensation and Retirement Journal in May, William J. Fowlis will be presenting a paper on Regulation 105 and other Cross-Border Withholding Tax Issues at the Canadian Tax Foundation Prairie Provinces Tax Conference in May, Gerald D. Courage will be speaking on Legislation & Budget Update - Federal and Provincial Budgets at the Canadian Life and Health Insurance Association 2005 Tax Officers Annual Meeting in Banff on May 25-27, MILLER THOMSON LLP TAX GROUP John M. Campbell (Toronto) Gerald D. Courage (Toronto) Douglas Y. Han (Toronto) Robert B. Hayhoe (Toronto) James A. Hutchinson (Toronto) Susan M. Manwaring (Toronto) Steven R. McLeod (Toronto) Martin J. Rochwerg (Toronto) Stephen R. Cameron (Kitchener) Clarke D. Barnes (Calgary) William J. Fowlis (Calgary) Natalie M. Fenez (Calgary) Sandra M. Mah (Calgary) Gregory P. Shannon (Calgary) Wendi P. Crowe (Edmonton) Joseph W. Yurkovich (Edmonton) Mark P. Chartrand (Vancouver) Katherine Xilinas (Vancouver) Richard Fontaine (Montréal) Bertrand Leduc (Montréal) Normand Royal (Montréal) Lysane Tougas (Montréal) Miller Thomson LLP Customs and Trade Lawyers Daniel L. Kiselbach (Vancouver)

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