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
Correcting Past Tax Mistakes: Navigating the Shifting Waters of the Voluntary Disclosure
Correcting Past Tax Mistakes: Navigating the Shifting Waters of the Voluntary
Canadian Investor in an Increasingly Globally Regulated World
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
The Characteristics and Uses of Limited Partnerships
Challenges when Structuring Cross-Border Transactions and Political Solutions
Income Trusts Revisited: The Canadian Income Tax Implications of the Proposed "SIFT" Rules
Publications
New Proposed Legislation to Refine Mutual Fund "Allocation to Redeemers" Methodology
Budget 2018: Tempered Private Company Passive Investment Income Changes Unveiled
Budget 2018: A Blast from the Past – Tiered-Partnership Trap Reinstated
Budget 2018: Cross Border Tax Planning Measures Targeted
Budget 2018: Cannabis Taxation Plans Move Forward
Budget 2018: Reassessment Periods and Information Sharing Expanded
Budget 2018: Government Proceeds with "Investment Limited Partnership" GST/HST Measures and Holding Corporation Consultations
Budget 2018: Mineral Exploration Tax Credit Extended and Tax Support for Clean Energy Expanded
Private Corporation Tax Proposals: "Striking a Balance" or Introducing Greater Complexity?
A New Tax on Investment Funds: Distributions to General Partners (GPs) of "Investment Limited Partnerships" Possibly Subject to GST/HST
Further Changes to Ontario's Land Transfer Tax Regime: Trust and Partnership Transparency on the Chopping Block
Federal Government Proposes Fundamental Changes to the Voluntary Disclosures Program
Budget 2017: "Switch" Fund Reorganization Rules Introduced
Budget 2017: Tax Changes Affecting the Resource Industries
Budget 2017: New Rules Governing the Taxation of Segregated Funds
Doing Business in Canada - Key Canadian Tax Considerations
Canada Revenue Agency Poised to Limit Access to the Voluntary Disclosures Program
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
Canada chapter in: Getting the Deal Through - Mining 2010
Change in Canadian tax rules make it easier to invest in Canada
CRA to Fund Compliance-Related Education and Training Initiatives
Canadian Court Upholds Late-Filing Penalties for Nonresident Corporations
The P Factor: The Puzzling Predicament Posed by Problematic Penalty Provisions – Are Non-Resident Corporations That Late-File Nil Returns Subject to Penalties
Canada chapter in: Getting the Deal Through - Mining 2009
Canadian Late Filing Penalty Successfully Challenged
Federal Court of Appeal upholds favourable judgment on the tax treatment of cross-border investments
Canada and the U.S. Ratify Significant Tax Treaty Changes
Transfer Pricing Documentation Requirements in Canada
Canada chapter in Getting the Deal Through – Mining 2008
Canada reduces tax reporting for non-residents
Transfer Pricing Documentation Guide
Budget 2008: Budget promises to lessen tax reporting burden on foreign-based private equity funds investing in Canada
Canadian Government to Lessen Tax Reporting Burden on Non-Residents
Budget 2008: Extension of the Super Flow-Through Share Program
Major Changes in Store for Canada-US Treaty
The Perils of Challenging an Equitable Result
A "Beneficial" Approach to Treaty Interpretation
Proposed Tax Amendments Remove Obstacle to Defeasance Transactions in Canada
Elimination of Withholding Tax on Conventional Interest Payments to Arm's Length Non-Residents
Your guide to the transfer pricing impact of the new Canada-US Protocol
Accelerated Elimination of Non-Resident Withholding Tax on Conventional Interest Payments
New Protocol to the Canada-US Tax Treaty: "Treaty Shopping" Limitations Expanded
New Protocol to Canada-U.S. Tax Treaty – Elimination of Withholding Tax on Interest and Other Changes
The Taxation of Commercial Enterprises and Business Transactions in Canada
Proposed Tax Amendments Remove Obstacle to Defeasance Transactions
Canada Chapter in Getting the Deal Through - Mining 2007
New Tax Reporting Requirements Proposed for Publicly Listed Mutual Fund Trusts and Partnerships
Amendments Would Remove Obstacle to Defeasance Transactions
Double dips frustrate Canadian finance minister
Income Trusts Cope with Upheaval
Tax-Efficient Structuring in Canada: Choice of Entity Considerations and the Expanding Dynamic of the Unlimited Liability Company
Big changes on the horizon for income trusts
Christmas in July? Corporate Tax Reductions Unveiled
Federal Budget 2006: Resurrection of the Super Flow-Through Share Program
Tax-Efficient Structuring in Canada: Choice of Entity Considerations and the Expanding Dynamic of the Unlimited Liability Company
When the Tax Tail "Doesn't" Wag the Business Dog
Proposed Legislation Shifts Focus Away From Income Trusts
An Unbiased Look at Unlimited Liability Companies in Canada
Taxpayers should look carefully at the treatment of child support payments
Canadian Government Unveils Initiative to Combat 'Aggressive' Tax Planning
Government Eliminates Foreign Property Restrictions on Retirement Savings Plans - Country Survey - Canada
Wood. v. Holden: Clarifying the "Central Management and Control" Test
Mining for Tax Incentives: The Rise of Flow-Through Share Offerings - Country Survey - Canada
Tsunami Relief Effort - 2004 Deadline Extended for Charitable Donations
Outlays, Expenditures, and Expenses: Grappling with the Proper Characterization of Employee Stock Options
Voluntary Disclosure Programs: Recent Trends and Developments
Tax-Efficient Lending into Canada: Dispelling the Myths
Tax-Efficient Investing in Canada: Dispelling the Myths
Ontario Government Releases Inaugural Budget
Government Releases Inaugural Budget
Government Extends Tax Collection Limitation Period
Canadian Minister of Finance Tables 2004 Federal Budget
General Anti-Avoidance Rule Interpreted Favourably
If It Seems Too Good To Be True... Department of Finance Releases New Legislation Restricting Charitable Donation Arrangements
Tax Court Releases Troubling Ruling on Complex Financial Transactions
New FIE Rules Address Accounting, Technical Issues
Department of Finance Release New Charitable Donation Rules; Penalties on Non-Resident Persons in Respect of Certain Dispositions
The Income Tax Treatment of Merger Costs: BJ Services Triumphs Again
Tax Treaties Update
Corporate Tax Rates Increased in Largest Province; Revenue Authority Sets Sights on "Treaty Shopping" Arrangements
The Rise and Fall of the Cross-Border Income Trust and What Lies Beyond…
The Queen v. Nova Scotia Power Inc. - The "Powerful" Perils of Section 173 of the Income Tax Act
BJ Services Company Canada v. The Queen - Capital Confusion: The Evolving Tax Characterization of Merger Costs
Nonresidents Beware: Restrictions on Canadian Tax Refunds
Recent Shifts in Capital Taxation in Canada
Winds of Change: Recent Shifts in Capital Taxation in Canada
The "Powerful" Perils of Section 173 of the Income Tax Act
Collateral Damage: GST and Income Taxation of Settlements and Release Payments
Is "Art" in the Eye of the Beholder? Baseball, Broadcasting, and the Interpretation of Tax Treaties
"Power"ful Agents: the Tax Treatment of Privatized Entities
News
McMillan Tax Partner Michael Friedman discusses the Canadian "Tax Gap" with CTV
McMillan Partner Michael Friedman discusses the Paradise Papers leak implications with CTV News
Michael Friedman comments on the CRA's Voluntary Disclosures Program in the Financial Post
McMillan acts on best Cross Border Restructuring Deal of the Year
Michael Friedman speaks with the Globe & Mail to discuss the CRA's new strategy to thwart tax evasion
Employee or Independent Contractor? - New Online Tax Risk Assessment Tool Unveiled
Michael Friedman discusses federal budget tax implications with CTV News Channel
Michael Friedman quoted in Ottawa Citizen article on CRA's Voluntary Disclosures Program
Tax and estate issues with stock options
The Legal 500 Canada 2015 recognizes 16 McMillan lawyers
Michael Friedman comments on how new UK tax-avoidance measures may have an impact in Canada
McMillan wins three Zenith Pro Bono Awards
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
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
- "Paradise Papers' Data Leak", CTV News, November 6, 2017
- "Liberals should tread carefully on restricting income tax amnesty, say experts", by Craig Wong, Maclean's, May 16, 2017
- "Committee recommends CRA toughen up voluntary disclosure program", by Julius Melnitzer, Legal Post, January 27, 2017
- "CRA launches new strategy to crack down on tax havens", by Daniel Leblanc, The Globe and Mail, November 27, 2016
- "Taxing Commitments" by Julius Melnitzer, Lexpert Magazine, June 10, 2016
- "Government's plan to crack down on tax evasion", CTV News, April 16, 2016
- "Dodging the Taxman", The Agenda with Steve Paikin, April 8, 2016
- "World leaders named in documents leak", CTV News, April 5, 2016
- "Panama papers" to spark tax loop talks in Canada: McMillan", Business News Network, April 4, 2016
- "Reaction to the federal budget", CTV News, March 23, 2016
- "Small biz hit yet again by changes to the eligible capital property" , by Melissa Shin, Advisor.ca, March 23, 2016
- "The Voluntary Disclosures Program: A "second chance" to come forward and correct tax affairs", First Reference: Inside Internal Controls, March 14, 2016
- "Taxpayers increasingly admitting tax mistakes to CRA", The Business of Law – BNN, February 5, 2016
- "PBO vows to identify value of uncollected taxes" by Jason Fekete, Ottawa Citizen, February 4, 2016
- "Tax and Estate Issues with Stock Options" by Dean DiSpalatro, Advisor.ca, May 8, 2015
- "Budget Helps Biz Owners, but Leaves a Big Question" by Melissa Shin, Advisor.ca, April 21, 2015
- "CRA letters target offshore tax avoiders" by Luis Millan, The Bottom Line, March 2015
- "Pay Now, Appeal Later" by Sheldon Gordon, Lexpert, May 2014
- "UK to Issue Court Challenge to European Taxation" by Sheldon Gordon, Lexpert, May 2014
- "Lower UK Taxes Lure Headquarters" by Sheldon Gordon, Lexpert, March 2014
- Michael is a regular contributor to a number of Canadian and international tax publications, including the Canadian Tax Journal, Tax Notes International, The International Tax Review, TP Week, and The Tax Planning International Review
- Michael has been frequently quoted in the national print media and has appeared on both the Business News Network and the CTV National News to discuss taxation matters