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Various Tax Topics for M&A Transactions

Master the complex tax rules governing earn-outs, trust structures, and dividend refunds in corporate acquisitions.

Created byCPA Solutions LLP Year
emoji_eventsEditor's Pick· 5.0/5BeginnerUpdated Nov 12, 2026

What You'll Learn

  • check_circleAnalyze the conditions required to apply the cost recovery method for earn-outs
  • check_circleEvaluate the tax risks associated with trust sandwich structures during a corporate sale
  • check_circleApply the new dividend refund suspension rules to corporate group planning
  • check_circleDetermine the appropriate tax treatment for restrictive covenants under section 56.4
  • check_circleAssess the impact of acquisition of control on dividend refund eligibility

About This Course

Mergers and acquisitions are never just about price and structure—they are defined by tax risk. With frequent amendments to the Income Tax Act (Canada) and evolving administrative positions, even well-planned transactions can produce unexpected and costly tax outcomes.

A clear understanding of the more nuanced tax issues that arise in M&A is essential for advisors who want to protect value, manage risk, and deliver confident advice to their clients.

This presentation provides a practical, transaction-focused discussion of several high-impact M&A tax issues, including:

  • Earnouts and reverse earnouts, with a focus on how they are treated for tax purposes and how to structure them effectively;
  • The new suspended refundable dividend tax on hand (RDTOH) regime, introduced in the most recent federal budget, and its implications for deal planning and post-closing cash extraction;
  • The use of the “trust sandwich” structure and its interaction with Part IV tax, particularly in sale transactions; and
  • Restrictive covenants, including when they arise, how they are taxed, and when a joint election is required. The session is designed to equip practitioners with practical insights they can apply immediately in live transactions.

Taken together, these issues highlight how easily tax outcomes can diverge from commercial intent in an M&A transaction if they are not addressed early and deliberately. By understanding where the technical traps lie—and how recent legislative changes reshape the planning landscape—advisors can better anticipate risk, preserve value, and guide clients through increasingly complex transactions with confidence. This presentation is intended to leave practitioners not only more informed, but better prepared to spot issues, ask the right questions, and deliver tax advice that meaningfully supports deal success.

Course Content

1 activity • 1 videos • duration: 2h 1m

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Various Tax Topics for M&A Transactions1 videos • 2 hours
  • videocamVarious Tax Topics for M&A Transactions
    Duration 121:52

Your Instructors

CPA Solutions LLP Year

Tax Structuring, Planning & Reporting

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star15 reviews

At CPA Solutions we provide services throughout the cycle of a tax transaction from setting up creative domestic or cross border structures to implementing those structures and finally reporting them on the tax returns. Our knowledge of Canadian and US taxation coupled with an understanding of the accounting concepts enables us as a practitioner to provide a complete overall service to achieve our clients needs. We strive to only enhance your practice in ways a larger firm can achieve through their in-house tax department.

Boris Volfovsky, CPA, CA

Partner at CPA Solutions LLP

Boris has over 17 years of experience in public practice. Before becoming a partner at CPA Solutions LLP, Boris worked as a senior tax manager in the private enterprise group at one of the big four national firms. Boris has vast experience working with owner-managers and their small, medium, and large private corporations across industries. In addition, Boris is also involved in the tax community through the facilitation of the In-Depth tax courses, facilitation of tax week under the former School of Accountancy and through presenting on various tax topics at YDCPAA, PD Consortium and AJAG.

Alex Ghani, CPA CA, CGA, CPA

Partner at CPA Solutions LLP

Alex is a member of the Institute of Chartered Accountants of Ontario (CA), the Certified General Accountants of Ontario (CGA), and is a Certified Public Accountant (CPA) licensed to practice public accounting by the State of Texas. He has completed all three levels of the CICA In-Depth Tax Course. He has over 17 years of experience working in the accounting departments of large companies and as a public practitioner. Over the years, Alex helped many private clients with their tax structuring and estate planning needs. Furthermore, Alex also assists in Canadian and US tax compliance and other tax-related matters. Alex is heavily involved in the tax community and is a member of the Canadian Tax Foundation (CTF). He has published articles for the CTF and presented at various events for the CTF. In addition to this, Alex has also presented at events for CPA Ontario and other industry-specific events. Finally, he also facilitates the CPA Canada In-Depth Tax Course.

Credit Information

Is this course eligible for my CPD requirements as a Canadian CPA?

Provincial regulators of CPAs in Canada do not require that independent providers of CPD be approved to offer courses. Instead, individual CPAs are responsible for assessing whether a CPD activity meets their requirements, and may take activities from any source provided those requirements are met.

Every course offered on LearnFormula is delivered by a qualified subject matter expert or learning organization, and advances learning objectives that are relevant to the responsibilities or professional competencies of Canadian CPAs. All activities on LearnFormula are quantifiable in terms of hours, and are also verifiable, in that users receive documented evidence of their attendance via a certificate of completion after finishing a course (and this certificate is stored by LearnFormula indefinitely). Nearly 100,000 Canadian CPAs successfully satisfy their CPD requirements via LearnFormula on an annual basis.

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Frequently Asked Questions

We are a registered provider with 300+ associations and regulatory bodies worldwide. We operate across 27 global markets including Canada, the US, Australia, and the UK. Every course page clearly displays its specific accreditations. Upon completion, you receive a professional certificate that can be validated online. Our certificates include all necessary accreditation details, credit hours, and completion dates, and are formatted specifically to meet the submission requirements of most global regulatory bodies.

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