Ryan Morris

Partner

Toronto
416.947.5001

Ryan Morris

Experience

Practice Areas

Ryan Morris is a tax partner and Co-Chair of the firm's Tax Group.  His legal practice focuses on various areas of domestic and international taxation, including advising on mergers and acquisitions, structured investment products, financings, estate plans, employment tax issues and a broad range of corporate tax matters. Ryan also represents clients with voluntary disclosures, audits and appeals, and he has been lead counsel at every level of court, including the Supreme Court of Canada.

Ryan regularly presents on income tax topics at conferences and other venues, and has been quoted in national publications on income tax matters. Ryan is the Tax Editor of Ontario Corporate Law & Practice and is also the co-editor and a frequent contributor to the Current Cases feature of the Canadian Tax Journal, the flagship research publication of the Canadian Tax Foundation.

In 2016, Ryan was recognized as one of Canada’s Lexpert® Rising Stars: Leading Lawyers Under 40. More recently, he was named a Corporate Lawyer to Watch in the 2017 Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada.

Notable Mandates

Significant Cases

Represented individuals against director liability assessments for failed source deduction and HST remittances.

Represented corporations and individuals where the Canada Revenue Agency has claimed working relationship mischaracterized.

Represented multi-national publicly listed corporation on transfer pricing dispute.

Represented individuals assessed for various items in connection with participation in a leveraged donation and investment program.

Represented individuals in connection with “section 160” assessments (vicarious liability where property received from non-arm’s length party for less than fair market value).

Represented taxpayers in connection with denied deductions.

Represented individual who profited from innocent participation in a Ponzi scheme, which later became the feature case in the 2014 Donald G.H. Bowman National Tax Moot.

Significant Transactions

Represented Antibe Therapeutics Inc. in a $5.75-million bought deal public offering of 23,000,000 units of the Company at a price of $0.25 per Unit.

Acted for Soltoro Ltd. (TSX Venture: SOL) in connection with its successful disposition by plan of arrangement to Agnico Eagle Mines Limited pursuant to which Agnico Eagle acquired 100% of the issued and outstanding common shares of Soltoro for total consideration of approximately C$32 million.

Representation of Big 5 Bank with respect to, among other things, (i) equity-linked notes and related offerings, including providing structuring advice, drafting withholding tax opinions and tax disclosure for information statements, and (ii) drafting and advising with respect to tax disclosure in Annual Information Forms for closed-end funds.

Acted for another Big 5 Bank as senior lender agent on all tax aspects of reorganization proceeding of large Canadian media company.

Advised on numerous public offerings of some of Canada’s largest corporations, including the offering of subscription receipts, preferred shares, flow-through shares and ordinary common shares as well as various debt offerings.

Advised on numerous public and private investment fund offerings.

Represented numerous resource companies in respect of flow-through share and warrant offerings.

Advised a leading diversified energy company with respect to multiple sales of coal properties in Alberta.

Advised with respect to numerous solar project acquisitions.

Advised with respect to numerous Canadian acquisitions and dispositions by US private equity firms.

Represented numerous lenders and borrowers with respect to entering into or renegotiating credit facilities.

Awards

Recognized in the 2017 Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers

2016 Lexpert® Rising Stars: Leading Lawyers Under 40

Professional Activities

  • Tax Editor, Ontario Corporate Law & Practice
  • Co-editor, Current Cases feature of the Canadian Tax Journal
  • Past steering committee member, Toronto Young Practitioners Group

Called to the Bar
  • Ontario (2003)
Education
  • J.D., University of Toronto, 2002
  • H.B.A., Richard Ivey School of Business, University of Western Ontario, 1999
  • In-Depth Tax Course, Part I and II, Canadian Institute of Chartered Accountants
  • HST/GST Course, In-Depth, CPA Canada
Affiliations
  • Canadian Tax Foundation
  • Ontario Bar Association
  • Canadian Bar Association

Speaking Engagements

Speaker, "Business Succession Planning update", TD Wealth Management, Toronto, ON, November 30, 2017
Speaker, "Scary Tax Issues for Wills and Estates Practitioners", Junior Trust and Estates Planning group (JTEP), Toronto, ON, October 20, 2017
Speaker, "Current Cases", 2017 Ontario Tax Conference – Canadian Tax Foundation: Toronto, ON, October 23, 2017
Speaker, The Tax Man A Cometh: Fight or Flight?", WeirFoulds LLP, Toronto, ON, September 20, 2016
Speaker, "Startup Legal and IP", Founder Institute, Toronto, March 14, 2016
Course Leader, "9th Tax Planning for the International Client", Federated Press, November 12 & 13, 2015
Course Leader, "12th Taxation of Financial Products & Derivatives Course", Federated Press, September 28 & 29, 2015
Lecturer, "Tax Considerations for M&A Deals", Federated Press: 3rd M&A Agreements Course, September 24 & 25, 2015
Lecturer, "Employing Foreign Workers: Tax Issues", Federated Press: 3rd Employing Foreign Workers Course, May 20 & 21, 2015
Course Leader, "4th Tax-Effective Succession Planning for the Owner-Manager", Federated Press, May 12 & 13, 2015

Publications

Legend: GeneralLitigationPropertyCorporateGovernment

News

Legend: GeneralLitigationPropertyCorporateGovernment

Events

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