Paul Stepak, Eric C. Xiao, "The 88(1)(d) Bump – An Update", 2013 Conference Report (Canadian Tax Foundation), pp.13:1-60

Summary Under
Tax Topics - Income Tax Act - Section 212.3 - Subsection 212.3(9)
Difficulty in distributing out of a s. 212.3(10)(f) target as a loan repayment rather than PUC distribution (pp. 13:44-45)

Assume that the final...

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Summary Under
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1) - Paragraph 88(1)(c) - Subparagraph 88(1)(c)(vi) - Clause 88(1)(c)(vi)(B) - Subclause 88(1)(c)(vi)(B)(II)
Cash calls on private equity investors who also are prohibited persons (pp. 13:38-39)

Figure 9

Private equity (PE) buyers can raise challenging...

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Summary Under
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1) - Paragraph 88(1)(c) - Subparagraph 88(1)(c)(vi)
Sequencing of steps (p. 13:35)

The steps set out in the plan generally include the repayment of historic Target debt, the cash-out or rollover of...

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Summary Under
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1) - Paragraph 88(1)(c.2) - Subparagraph 88(1)(c.2)(i)
Parent relatedness to mooted specifed person from moment of its incorporation if not a shelf corp. (p. 13:22-23)

[A]t the time the parent is...

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Summary Under
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1) - Paragraph 88(1)(c.2) - Subparagraph 88(1)(c.2)(iii) - Clause 88(1)(c.2)(iii)(A.2)
Remedying under s. 88(1)(d)(c.2)(iii)(A.2) of pre-winding-up agreement for sale of bumped shares

[P]rior to the [s. 88(1)(d)(c.2)(iii)(A.2)]...

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Summary Under
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1) - Paragraph 88(1)(c.2) - Subparagraph 88(1)(c.2)(iii) - Clause 88(1)(c.2)(iii)(A)
Meaning of "significant" in s. 88(1)(c.2)(iii)(A) (pp. 13:46-48)

[F]oreign Parent owns Interco, which owns Bidco. Bidco has acquired a toehold...

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Summary Under
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1) - Paragraph 88(1)(c.3) - Subparagraph 88(1)(c.3)(i)
10% attributable property test applied only during the series of transactions (p. 13:12-13)

[W]hen read in a textual, contextual and purposive...

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Summary Under
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1) - Paragraph 88(1)(c.4) - Subparagraph 88(1)(c.4)(ii)
Is debt of Target non-specified property after it is amalgamated with Bidco? (pp. 13:16-19)

On a literal reading of old paragraph 88(1)(c.3),...

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Summary Under
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1) - Paragraph 88(1)(c.9)
Options granted by virtue of employment not part of series (p. 13:29)

[A] stock option granted to an employee by Bidco or Bidco's Canadian parent...

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Summary Under
Tax Topics - Income Tax Act - Section 88 - Subsection 88(4) - Paragraph 88(4)(b)
Is debt of Target non-specified property after it is amalgamated with Bidco? (pp. 13:16-18)

On a literal reading of old paragraph 88(1)(c.3),...

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