Minden Gross LLP - News and Events

		May, 2010 As you are aware, the Province of Ontario will harmonize the existing 8% provincial sales tax (PST) with the 5% federal goods and services tax (GST) effective July 1, 2010. The Ontario harmonized sales tax (HST) will merge the existing PST and GST, for a combined rate of 13%. Generally, the new HST will apply to the provision of goods and services in the same manner as GST currently applies. Currently, legal fees and certain disbursements are only subject to the 5% GST. However, effective July 1, 2010, legal fees will be subject to the full 13% HST. Likewise, those disbursements which are currently subject to the 5% GST will be subject to the 13% HST. By way of example, certain disbursements, such as government filing fees for incorporating a corporation, are not currently subject to the 5% GST and will likewise not be subject to the 13% HST. For our business clients who are currently permitted to claim input tax credits in respect of GST, the new tax should have a minimal impact on your business as a full input tax credit should be available for HST paid on taxable goods and services, subject to certain restrictions. However, HST will result in increased costs for those clients who are not able to claim input tax credits. It is important to note that any Canadian clients outside Ontario may be subject to the “place of supply” rule. Generally, if the billing address of the client is outside Ontario, the client will be subject to the sales tax rules of the outside province. In an effort to reduce confusion regarding the applicable rates, where appropriate, we will be producing and mailing interim accounts for work completed up to and including June 30, 2010. _____________________________________________ May, 2010 Minden Gross LLP is proud to have been selected by the 2010 LEXPERT Canadian Legal Directory as the most frequently recommended full service law firm for property leasing. Stephen J. Messinger, Stephen Posen, C. Robyn Kestenberg and Christina C. Kobi were listed as Leading Practitioners in property leasing. _____________________________________________ May, 2010 On Monday May 31st, David Louis, Michael Goldberg, Howard Black, Aaron Grubner of Minden Gross along with Jamie Golombek of CIBC presented Family Business Succession Planning: How to beat Death and Taxes. During the presentation the following material was covered: business and corporate succession a constitution for your family business probate and claims by spouses and dependants estate freezes effective use of life insurance Click here to view the presentation _____________________________________________ May, 2010 Howard Black appeared on BNN's Money Talk on May 3rd, 2010 to discuss the difference between common law spouses and legally married spouses when they die without a will and the various claims that can be brought against an estate. Are all relationships created equal in estate planning? Not necessarily. Click here to view the interview _____________________________________________ April, 2010 On Thursday April 15, 2010 Minden Gross presented the seminar Bill 168 - Violence and Harassment in the Workplace. Tracy Kay provided insight and suggestions on how to prepare your workplace for this legislation. Key points of the discussion included: Summary of Bill 168 Key components for new policy Conducting a Risk Assessment Disclosure of Risk Obligations Right to Refuse to work Next steps for employers Click here for a copy of the seminar material _____________________________________________ March, 2010 TORONTO, ONTARIO - March 4, 2010 - Entertainment Properties Trust (NYSE:EPR) ("EPR") announced the acquisition of the 10 Dundas Street complex from Ernst & Young Inc., in its capacity as the Court appointed interim receiver and receiver and manager of Metropolis Limited Partnership, in its capacity as general partner of, and as nominee and trustee of and for, Metropolis Limited Partnership, and Metropolis Limited Partnership (the "Receiver"). The purchase price included the payment of approximately $120 million to the Receiver, and the extinguishment of the second mortgage held by EPR against the complex in an amount in excess of the amount paid to the Receiver. In conjunction with the acquisition, the Company closed on a $100 million Canadian first mortgage credit facility with a group of banks. The complex, often coined the "Times Square of Canada", is a 13 level mixed use, multi-media entertainment retail center located in downtown Toronto, consisting of approximately 330,000 square feet of net rentable area, including one of the highest grossing theatre complexes in Canada, as well as 25,000 square feet of digital and static signage. Major tenants include AMC Theatres, Future Shop, Google and Adidas. Minden Gross LLP represented the Receiver in this transaction with a team led by Kenneth Kallish that included Ray Slattery (insolvency), Carl Schwebel and Monica Bianchini (real estate), Stephen Posen, Robyn Kestenberg and Melodie Eng (leasing) and Geoffrey Brown (commercial). For over 10 months Minden Gross also assisted the Receiver in all aspects relating to the management of the complex, including leasing and related tenant issues, construction liens and other claims, as well as digital and static signage contracts. "This opportunity allowed Minden Gross to leverage the depth of our firm" said Mr. Kallish, "and represent the Receiver throughout the course of a complex receivership involving numerous stakeholders, including Ryerson University and the City of Toronto." _____________________________________________ March, 2010 David Ullmann is a Shooting Star according to Precedent Magazine Click here to read the complete story _____________________________________________ February, 2010 On Wednesday February 24, 2010 Minden Gross presented a seminar on how the Harmonized Sales Tax will affect the Real Estate Market. Steven I. Pearlstein, Adam L. Perzow, and Samantha Prasad discussed the following: How the HST affects existing and new lease agreements How the HST affects the sale and purchase of Commercial Real Estate How the HST affects the sale and purchase of Residential Real Estate - New and Existing Click here for a copy of the presentation. _____________________________________________ January, 2010 Catherine Francis spoke at the Canadian Institute's 10th Annual Advanced Insolvency and Restructuring Law conference held in Toronto. Catherine's topic on Dealing with Directors and Officers Liability Arising from Insolvency and Restructuring explored a number of potential liabilities for officers and directors. _____________________________________________ January, 2010 On January 18, 2010, the Honourable Jerry S. Grafstein, Q.C. was interviewed on BNN's The Close to discuss his involvement with a consortium to purchase three newspapers (National Post, Ottawa Citizen, Montreal Gazette) from CanWest. Click here to view the interview _____________________________________________ November, 2009 On October 30, 2009 Mountain Cablevision Limited ("Mountain Cablevision") announced that it had completed the sale of their shares to Shaw Communications Inc ("Shaw") through an affiliate. Mountain Cablevision had been privately owned by the Boris family for the past 50 years. The transaction was subject to approval of the CRTC which was granted on October 22, 2009. The purchase price was approximately $300 million, $120 million of which was paid through the issuance of 6,141,250 Class B Non-Voting Participating Shares of Shaw, with the balance paid in cash. Mountain Cablevision and the Boris family were represented by Minden Gross LLP led by Hartley R. Nathan, Q.C., and included Yosef Adler from the Corporate group, Joan Jung from the Tax group and Jodey Therriault. "This was a very interesting transaction that included a public auction process." says Mr. Nathan "When the Boris family decided to sell Mountain Cablevision we anticipated that the corporation would be of great interest to several large cable operators." The auction process was conducted by RBC Dominion Securities Limited and included multiple bidders, with Shaw coming out on top. The transaction makes Shaw the largest cable company in Canada. Mountain Cablevision was one of the few remaining private cable companies in Canada. _____________________________________________ November, 2009 Minden Gross LLP acted for Blue Planet Environmental Inc. in connection with its listing of its common shares on the First Quotation Board of the Open Market of the Deutsche Börse (Frankfurt). In so doing Blue Planet became one of the first Canadian listed company's which was listed on the exchange without having completed an offering or qualifying transaction. _____________________________________________ November, 2009 Steven Pearlstein was interviewed for the November edition of Law Times. He was quoted in the article “HST could blunt housing rebound,” which discusses the impact that the new harmonized sales tax will have on resale home transactions specifically legal fees. Click here to read the full article. _____________________________________________ October, 2009 Congratulations Howard Black on being selected by his peers to the 2010 edition of The Best Lawyers in Canada in the specialty of Trusts and Estates. _____________________________________________ July, 2009 Howard Black appeared on BNN: Money Talk to discuss cottage succession planning strategies that could help avoid disputes amongst family members as well as reduce the tax bite. _____________________________________________ July, 2009 BNN: Squeeze Play David Ullmann provides a Canadian perspective on the GM Fallout in a panel discussion. _____________________________________________ June, 2009 David Ullmann was interviewed June 9th on BNN: The Street to discuss the consequences of the bondholders throwing a wrench in the Chrysler restructuring. _____________________________________________ May, 2009 Stephen Nadler was interviewed for the May edition of Canadian Lawyer Magazine. He was quoted in the article “Powers of Sale: Good Deals, Bad Karma, Hard Work for Lawyers,” which discusses the legal complications in power of sale transactions. Click here to read the full article. _____________________________________________ May, 2009 Minden Gross LLP is proud to announce that "Tax & Family Business Succession Planning, 2nd ed." by David Louis and Samantha Prasad has been selected by the Financial Post Magazine (May 2009) as a recommended resource for the Entrepreneur's Tool Kit as part of their feature on Succession Planning. David and Samantha are currently working on the 3rd edition of their best-selling book, which will be published by CCH Canada Limited in the fall of 2009." _____________________________________________ Canadian Shopping Centre Law Conference March 5-6, 2009 January, 2009 Minden Gross LLP is pleased to participate in the 2009 ICSC Canadian Shopping Centre Law Conference. The conference offers attendees information on legal trends and developments in the Canadian retail and shopping centre industry. Conference Co-chair: Michael S. Horowitz, Partner Breakfast Roundtables Co-chair: Christina Kobi, Partner Plenary Session Speaker: Stephen J. Messinger, Partner _____________________________________________ November, 2008 In response to the economic upheaval that continues to affect the Canadian business community, Minden Gross LLP has created a team of lawyers from disciplines across the firm, including real estate, commercial leasing, mergers and acquisitions, financial services, bankruptcy and insolvency, and tax to advise and steer our clients through the troubled economic waters. Working proactively, the team is monitoring developments as they emerge, and developing strategies to assist our clients in: Proactively assessing their tax position Identifying and implementing cost savings strategies Identifying and implementing debt and/or business restructuring plans and alternative finance opportunities Creating strategies to defend against external threats Structuring strategies to achieve buying opportunities Auditing debt and credit management procedures Developing strategies to respond to the tightening credit market We represent clients in numerous industries including construction, financial services, manufacturing, professional services, retail services and real estate. Our business and industry knowledge enables us to offer value added counsel and service including: Business restructuring Financial restructuring, tax planning including loss monetization, tax-structured default strategies and refreezes Property leasing and related issues including renegotiating leases, and lease workouts For further information, please contact Raymond M. Slattery or Kenneth L. Kallish. _____________________________________________ Glitch in the new Mortgage Brokerages, Lenders and Administrators Act, 2006 November, 2008 Steven Pearlstein was one of the first to recognize a glitch in the Ontario’s new Mortgage Brokerages, Lenders and Administrators Act, 2006 (the “Act”). Steven, on behalf of the Ontario Bar Association, made a presentation to the Province of Ontario warning that many large pension funds, private equity funds and those who regularly make investments technically may not be in compliance with the new legislation because of the limited exemptions. The Act which came into effect in Ontario on July 1, 2008 sets forth a regulatory regime on the business of dealing in mortgages, trading mortgages or lending money on the security of real property. The goal in introducing this new legislation was to reduce mortgage fraud and improve consumer protection. For further information, please contact Steven Pearlstein at 416.369.4142. _____________________________________________		What's New Reuben M. Rosenblatt, Q.C., and Jules N. Berman Q.C., received a Life Membership to the Law Society of Upper Canada for providing 50 years of legal service. Martin Maierovits was re-elected to serve a second term as Chairman of the Board of Kashruth Council of Canada, the premier kashruth supervising and certifying agency in Canada. Kashruth Council of Canada supervises and certifies over 700 industrial food production plants producing thousands of "COR" certified kosher food products in Canada and the U.S. In addition, Kashruth Council supervises and certifies over 50 retail food establishments in the GTA and beyond. Minden Gross is pleased to announce that "Nathan's Company Meetings including Rules of Order 8th edition", edited by Hartley R. Nathan, Q.C. will be published by CCH Canadian Limited in November, 2009. A webinar respecting the publication will be held in December and Hartley R. Nathan Q.C. and Phillip G. Bevans will participate in same.

What's New

Reuben M. Rosenblatt, Q.C., and Jules N. Berman Q.C., received a Life Membership to the Law Society of Upper Canada for providing 50 years of legal service.