Michael Friedman 

Co-Chair, Tax
Toronto  t: 416.865.7914  |  e: michael.friedman@mcmillan.ca

Michael Friedman

Toronto
Brookfield Place, Suite 4400
181 Bay Street
Toronto, Ontario M5J 2T3

t: 416.865.7914
e: michael.friedman@mcmillan.ca

overview

Michael is a tax partner and Co-Chair of the firm's Tax Group. Michael advises clients on a diverse range of domestic and international taxation matters and has specialized expertise in structuring domestic and multi-national commercial acquisitions, divestitures, reorganizations and business combinations. Michael counsels clients on the tax elements of all major aspects of ongoing business operations, including employee compensation and stock option planning, tax and reporting compliance, transfer pricing, and voluntary disclosures.

Michael regularly counsels investment funds and asset managers on the establishment and administration of tax-efficient investment vehicles. Michael has been an active member of the McMillan Tax team that has stood at the forefront of the development of tax-efficient investment fund structures, including Master-Feeder funds, switch funds, and specialized return funds. Michael has assisted with the formation of a large number of institutional and specialized structured products catering to a wide range of domestic and offshore investors, specialized portfolios, and investment techniques, and advises a variety of domestic investment managers retained by international investment funds.

Michael regularly advises clients on the taxation and efficient structuring of hedging transactions, derivative instruments, securities lending arrangements, and repo transactions.

Michael has broad experience, and has enjoyed great success, representing clients in resolving tax disputes with both the Canada Revenue Agency and the provincial revenue authorities. Michael has appeared before both the Tax Court of Canada and the Federal Court of Appeal.

Representative Matters

  • Acted for Public Mobile Inc. in connection with the acquisition of the telecommunication company by Thomvest Seed Capital Inc.
  • Acted for Detour Gold Corporation in its approximately $84 million acquisition of Trade Winds Ventures Inc. by way of a plan of arrangement
  • Acted for the underwriting syndicate in a bought deal equity offering for Perseus Mining Limited with gross proceeds of $93.4 million
  • Acted for Goldstone Resources Inc. in the approximate $104 million purchase thereof by Premier Gold Mines Limited
  • Acted for the dealer managers in connection with a $1.18 billion rights offering by Ivanhoe Mines Ltd.

Presentations

The Characteristics and Uses of Limited Partnerships
Associated Affiliated and Related: The Implications
FATCA Workshop for Portfolio Managers
The Future of Business Taxation in Canada: An Insider's Perspective
Crossing the 49th Parallel: Best Practices in Canada-US Corporate Transactions
Emerging Managers Seminar Series: Doing Business Offshore
Transfer Pricing Documentation Requirements
Key Tax Issues for Corporate Counsel: Identifying and Managing Tax Risk
Navigating the Minefield: An Advisor's Guide to Penalty Taxes and Other Tax Pitfalls
Taxation of Franchises: From Home and Abroad
Transfer Pricing Documentation Requirements
Securing & Sustaining 'Mutual Fund Trust' Status - Tips & Traps
The Characteristics and Uses of Limited Partnerships

Publications

Offshore Investment Fund Property Rules Clarified by the Tax Court
Canada Revenue Agency Frowns Upon the Use of US LLPs and LLLPs
Budget 2016: Expanding Tax Support For Clean Energy
Budget 2016: Labour-Sponsored Venture Capital Corporations Tax Credit Re-Introduced
Budget 2016: Debt Parking Rules Expanded to Address Foreign Currency Denominated Debts
Budget 2016: Taxation of Emissions Trading Activities Clarified
Budget 2016: Eligible Capital Property Rules Revamped
Budget 2016: New Rules Governing the Taxation of "Switch Fund" Shares
Number of Voluntary Disclosures Continues to Increase
Tax Withholding Obligations of Non-Resident Employers: Further Exemption Details Released
Are Changes to the Flow-Through Share Regime Around the Corner?
New Government's First Round of Tax Changes Introduced in Parliament
Significant Tax Changes on the Horizon
Budget 2015: Penalties for Tax Reporting Failures Modified
Budget 2014: Revisions to the Tax on Split Income (the "Kiddie Tax")
Budget 2014: Thin Cap and Withholding Tax Rules Get Tougher
Hong Kong - Canada Tax Treaty in Force
Canada: Audit Guide
Government of Canada announces new support for Canadian venture capital funds
Ontario budget 2013: Employer health tax changes
Budget 2013: broadening the application of Canada's thin-capitalization rules
Budget 2013: international tax compliance
Budget 2013: further restrictions on loss trading
Budget 2013: deconstructing derivatives – capturing "character conversion transactions"
Budget 2013: proposed consultation on changes to the income tax rate applicable to trusts and estates
Budget 2013: synthetic dispositions
Budget 2013: changes to personal income tax rules
Budget 2013: enhanced SR&ED enforcement measures announced
Budget 2013: capital cost allowance enhancements unveiled
Budget 2013: changes to the taxation of resource industries
Finance proposes amendments to the "prohibited investment" rules
Canada Unveils Significant Amendments to Thin Cap Regime
Budget 2012: new "foreign affiliate dumping" measures introduced
Budget 2012: Expansion of "prohibited investment" and "advantage" rules to retirement compensation arrangements ("RCAs")
Budget 2012: transfer pricing amendments proposed
Budget 2012: government moves to further expand the tax shelter rules
Budget 2012: tightening of the "thin capitalization" rules unveiled
Budget 2012: changes to the taxation of resource industries
Budget 2012: flexibility for eligible dividend designations introduced
Ontario budget 2012: An indication of things to come
The New RRSP/RRIF Anti-Avoidence Regime
Proposed legislative amendments shore up safe harbour for non-resident investment funds
Further changes to new RRSP/RRIF anti-avoidance rules introduced
A Matter of Fairness: Cancellation of Interest and Penalties under the Canadian Taxpayer Relief Provisions
Securing & Sustaining "Mutual Fund Trust" Status – Tips & Traps - Part 2
'New' Canadian treaty eligibility forms – Implication for cross border derivatives agreements
CRA Releases "New" Treaty Eligibility Forms – Are there New Compliance Obligations to be Met Before Applying a Treaty Reduced Rate of Withholding Tax?
Employee Stock Options: New tax withholding requirements
Canada Revenue Agency Releases New Treaty Eligibility Forms
An Overview of the Canada Revenue Agency's Voluntary Disclosures Program
Budget 2011: Extension of the super flow-through share program
Budget 2011: Partnership deferral benefits eliminated
Budget 2011: Accelerated capital cost allowance for the M&P and clean energy sectors
Budget 2011: Proposed changes target abuse of RRSPs and RRIFs
Coming Clean to the CRA: An Introduction to the Federal Voluntary Disclosures Program
The Federal Court of Appeal - Ambiguity Resolved: Non-Resident Corporations that late-file Nil Returns Subject to Penalties
Canada's New Tax Return Filing Requirements for Partnerships
Transfer Pricing Documentation Requirements
Are you Eligible to Make a Valid Voluntary Disclosure?
U.S. Tax-Exempts and Article XXI of the Canada-U.S. Treaty: Claiming an Exemption from Canadian Withholding Tax
Ambiguity resolved: Canadian Federal Court of Appeal upholds late-filing penalties for non-residents

Education

  • University of Toronto, MBA - 2000
  • University of Toronto, LLB - 2000

Year Of Call

  • Called to the Ontario bar - 2002

Practices

investment funds and asset management
tax
business taxation
charities/not-for-profit/tax-exempts

Directorships and Professional Associations

  • Canadian Tax Foundation

Teaching Engagements

  • Adjunct Faculty – "Integrative Legal Strategy" – Rotman School of Management at the University of Toronto - 2005-2006

Community Involvement

Michael is a strong supporter of a number of charitable causes and pro bono initiatives. Most notably, Michael is actively involved in the Family Legal Health Program, a joint pro bono initiative between McMillan LLP and Pro Bono Law Ontario that provides free legal services to patients of the Hospital for Sick Children in Toronto and their families.

Awards & Rankings

Media Mentions

vcard
Michael is a tax partner and Co-Chair of the firm's Tax Group. Michael advises clients on a diverse range of domestic and international taxation matters and has specialized expertise in structuring domestic and multi-national commercial acquisitions, divestitures, reorganizations and business combinations. Michael counsels clients on the tax elements of all major aspects of ongoing business operations, including employee compensation and stock option planning, tax and reporting compliance, transfer pricing, and voluntary disclosures.

Michael regularly counsels investment funds and asset managers on the establishment and administration of tax-efficient investment vehicles. Michael has been an active member of the McMillan Tax team that has stood at the forefront of the development of tax-efficient investment fund structures, including Master-Feeder funds, switch funds, and specialized return funds. Michael has assisted with the formation of a large number of institutional and specialized structured products catering to a wide range of domestic and offshore investors, specialized portfolios, and investment techniques, and advises a variety of domestic investment managers retained by international investment funds.

Michael regularly advises clients on the taxation and efficient structuring of hedging transactions, derivative instruments, securities lending arrangements, and repo transactions.

Michael has broad experience, and has enjoyed great success, representing clients in resolving tax disputes with both the Canada Revenue Agency and the provincial revenue authorities. Michael has appeared before both the Tax Court of Canada and the Federal Court of Appeal.
  • Acted for Public Mobile Inc. in connection with the acquisition of the telecommunication company by Thomvest Seed Capital Inc.
  • Acted for Detour Gold Corporation in its approximately $84 million acquisition of Trade Winds Ventures Inc. by way of a plan of arrangement
  • Acted for the underwriting syndicate in a bought deal equity offering for Perseus Mining Limited with gross proceeds of $93.4 million
  • Acted for Goldstone Resources Inc. in the approximate $104 million purchase thereof by Premier Gold Mines Limited
  • Acted for the dealer managers in connection with a $1.18 billion rights offering by Ivanhoe Mines Ltd.
November 23, 2015
Significant Tax Changes on the Horizon
Tax Bulletin
October 2013
Hong Kong - Canada Tax Treaty in Force
Tax Bulletin
October 2013
Canada: Audit Guide
World Transfer Pricing 2014 - International Tax Review
March 2013
Budget 2013: synthetic dispositions
Tax Bulletin
May 2012
Canada Unveils Significant Amendments to Thin Cap Regime
Tax Notes International
Volume 66, Number 9 - May 28, 2012
November 2011
The New RRSP/RRIF Anti-Avoidence Regime
Taxation of Executive Compensation and Retirement Vol. 23(4)
Co-Authored with Todd Miller and Carl Irvine
September 2011
Securing & Sustaining "Mutual Fund Trust" Status – Tips & Traps - Part 2
Portfolio Management Association of Canada Seminar
June 2011
Employee Stock Options: New tax withholding requirements
Canadian Bar Association Business & Corporate Bulletin
May 2011
Canada Revenue Agency Releases New Treaty Eligibility Forms
Worldwide Tax Dailies
Co-authored by Michael Friedman and Ashley Palmer
May 2011
An Overview of the Canada Revenue Agency's Voluntary Disclosures Program
Estates, Trusts & Pensions Journal (2011) Vol. 30, No. 3
Co-authored by Michael Friedman and Ashley Palmer
March 2011
Coming Clean to the CRA: An Introduction to the Federal Voluntary Disclosures Program
Canadian Bar Association Business & Corporate Bulletin
December 2010
The Federal Court of Appeal - Ambiguity Resolved: Non-Resident Corporations that late-file Nil Returns Subject to Penalties
Canadian Tax Journal (2010) Volume 58, No. 4.  
Co-authored by Michael Friedman and Ashley Palmer
November 2010
Canada's New Tax Return Filing Requirements for Partnerships
Tax Notes International
November 2010
Transfer Pricing Documentation Requirements
Co-Presented by Michael Friedman and Todd Miller
at Federated Press: Basics of International Tax & Transfer Pricing
October 2010
Are you Eligible to Make a Valid Voluntary Disclosure?
Taxation Law Section, OBA Newsletter, Volume 21, No. 1
October 2010
U.S. Tax-Exempts and Article XXI of the Canada-U.S. Treaty: Claiming an Exemption from Canadian Withholding Tax
Journal of International Taxation, Volume 21, No. 10
Co-authored by Michael Friedman and Ashley Palmer
September 2010
Ambiguity resolved: Canadian Federal Court of Appeal upholds late-filing penalties for non-residents
Tax Planning International Review – Volume 37, Number 9 – Co-authored by Ashley Palmer and Michael Friedman
November 2015
Canadian Investor in an Increasingly Globally Regulated World
PMAC National Conference & Annual Meeting, Toronto, Ontario
November 2015
The Characteristics and Uses of Limited Partnerships
Osgoode Professional Development: The Short Course on Partnerships, Limited Partnerships and Joint Ventures, Toronto, Ontario
October 2015
Associated Affiliated and Related: The Implications
Ontario Tax Conference, Canadian Tax Foundation, Toronto, Ontario
October 2014
FATCA Workshop for Portfolio Managers
Portfolio Management Association of Canada, Co-presented with Deloitte, Amoranto Consulting, and Kaye Scholer LLP
September 16, 2014
FATCA: A Portfolio Manager's Guide to Navigating Uncharted Waters
Compliance Officers' Network Meeting, Portfolio Management Association of Canada
April 2014
The Future of Business Taxation in Canada: An Insider's Perspective
Canadian Corporate Counsel Association
March 2014
Crossing the 49th Parallel: Best Practices in Canada-US Corporate Transactions
Association of Corporate Counsel, Co-presented with Edwards Wildman
September 2013
Emerging Managers Seminar Series: Doing Business Offshore
Alternative Investment Management Association, Co-presented with KPMG, Walkers and Waratah Capital Advisors
November 5, 2012
Transfer Pricing Documentation Requirements
Co-Presented by Todd Miller and Michael Friedman, at Federated Press: 8th Understanding Canada/U.S. Transfer Pricing Course
October 16, 2012
Key Tax Issues for Corporate Counsel: Identifying and Managing Tax Risk
Corporate Counsel Tax Presentation, McMillan LLP
September 2012
Navigating the Minefield: An Advisor's Guide to Penalty Taxes and Other Tax Pitfalls
Presentation to the IAIC Annual Conference
February 2012
Taxation of Franchises: From Home and Abroad
Presented at the Canadian Franchise Association 2012 Legal Day
November 2011
Transfer Pricing Documentation Requirements
Co-Presented by Todd Miller and Michael Friedman, at Federated Press: 7th Understanding Canada/U.S. Transfer Pricing Course
September 2011
Securing & Sustaining 'Mutual Fund Trust' Status - Tips & Traps
Portfolio Management Association of Canada Seminar
October 2010
The Characteristics and Uses of Limited Partnerships
Osgoode Professional Development: The Short Course on Partnerships, Limited Partnerships and Joint Ventures, Toronto, Ontario