Subsection 248(10) - Series of transactions

Cases

Deans Knight Income Corp. v. Canada, 2023 SCC 16

In the course of a general discussion, Rowe J stated (at para. 55):

A series of transactions also includes “related transactions or events . . ....

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 245 - Subsection 245(4) a transaction where a Lossco became subject to control rights similar to de jure control abused the rationale of s. 111(5) 526
Tax Topics - Income Tax Act - Section 111 - Subsection 111(5) rationale of s. 111(5) addresses where there is a change in the identity of those behind a corporation 416
Tax Topics - Income Tax Act - Section 256 - Subsection 256(5.1) lender to distressed corporation may have de facto control 118

EYEBALL NETWORKS INC. v. HER MAJESTY THE QUEEN, 2021 FCA 17

Pursuant to a conventional s. 55(3)(a) spin-off transaction, a company (“Oldco”) spun off one of its two businesses to a “Newco,” also...

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 160 - Subsection 160(1) s. 160 did not apply to s. 55(3)(a) where each step involved a value-for-value exchange (including the cross-share redemptions) 565
Tax Topics - General Concepts - Effective Date price adjustment clause eliminated any possible value discrepancy between the FMV of the transferred property and the consideration therefor 118
Tax Topics - Income Tax Act - Section 84 - Subsection 84(9) a shareholder whose shares have been redeemed has provided valuable consideration therefor by surrendering its shares 136
Tax Topics - General Concepts - Fair Market Value - Other note supported only by pref, then note, of a sister had full FMV 132

Louie v. Canada, 2019 FCA 255

From May 15 to October 17, 2009, the taxpayer directed 71 “swaps” under which TSX-listed shares were transferred between her self-directed...

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 207.01 - Subsection 207.01(1) - Advantage - Paragraph (b) - Subparagraph (b)(i) advantages generated in Year 1 from swap transactions continued to produce indirect advantages thereafter 547
Tax Topics - Income Tax Act - Section 207.06 - Subsection 207.06(2) concerns about future value increases are intended to be addressed by relief provisions 384
Tax Topics - Income Tax Act - Section 251 - Subsection 251(1) - Paragraph 251(1)(c) taxpayer was directing mind in transactions involving an arm’s length trustee 137

2763478 Canada Inc. v. Canada, 2018 FCA 209

An individual did not sell his shares of an operating company (Groupe AST) directly to a third-party purchaser, but instead transferred them on a...

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 245 - Subsection 245(3) not each transaction in series effecting an estate freeze had that objective 417
Tax Topics - Income Tax Act - Section 245 - Subsection 245(4) value shift transactions that permitted the absorption of a real gain by a paper loss abused the basic capital gains regime 317
Tax Topics - Income Tax Act - Section 245 - Subsection 245(6) individual allegedly suffering double taxation re s. 245(2) denial of capital loss of his corporation failed to apply under s. 245(6) within 180 days 327

Groupe Honco Inc. v. Canada, 2014 DTC 5006, 2013 FCA 128, aff'g 2013 DTC 1032 [at 149], 2012 TCC 305, infra

On January 13, 1999, a newly-incorporated corporation ("New Supervac") was leased the assets of an unrelated corporation ("Old Supervac"), coupled...

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 83 - Subsection 83(2.1) two or three main purposes 73

Copthorne Holdings Ltd. v. Canada, 2012 DTC 5006 [at 6536], 2011 SCC 63, [2011] 3 S.C.R. 721

The taxpayer's shareholders circumvented the rule in s. 87(3), which required that the paid-up capital ("PUC") of a subsidiary corporation...

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Words and Phrases
in contemplation of
Locations of other summaries Wordcount
Tax Topics - General Concepts - Stare Decisis high threshold for reversing not met 193
Tax Topics - Income Tax Act - Section 245 - Subsection 245(1) - Tax Benefit tax benefit illuminated by comparison to reasonable and simpler alternative 425
Tax Topics - Income Tax Act - Section 245 - Subsection 245(4) policy of s. 87(3) is to avoid preservation of PUC on parent and sub amalgamation 372
Tax Topics - Statutory Interpretation - Expressio Unius est Exclusio Alterius implied exclusion principle 109

Toronto-Dominion Bank v. Canada, 2011 DTC 5125 [at 6061], 2011 FCA 221, [2011] 6 CTC 19

A transitional provision in the Act provided that the old s. 55(1) would apply to a transaction if it were "part of a series of transactions,...

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Lipson v. Canada, 2007 DTC 5172, 2007 FCA 113, aff'd 2009 DTC 5015 [at 5528], 2009 SCC 1

The taxpayer's wife ("Jordanna") borrowed $562,500 from the Bank of Montreal under an interest-bearing demand promissory note in order to purchase...

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Words and Phrases
series of transactions

Canada Trustco Mortgage Co. v. Canada, 2005 SCC 54, [2005] 2 S.C.R. 601, 2005 DTC 5523

In the course of a general discussion of the expression "series of transactions" apearing in ss. 245(2) and (3), the Court noted (at para. 26)...

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Words and Phrases
contemplation
Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 245 - Subsection 245(1) - Tax Benefit tax benefit if taxable income reduction or on basis of comparison to alternative 132
Tax Topics - Income Tax Act - Section 245 - Subsection 245(4) policy of CCA provisions relied on cost irrespective of risk mitigation 211
Tax Topics - Statutory Interpretation - Certainty 131
Tax Topics - Statutory Interpretation - Ordinary Meaning primacy to ordinary meaning if unequivocal 96

OSFC Holdings Ltd. v. Canada, 2001 DTC 5471, 2001 FCA 260

Although the "common law" meaning of a series of transactions was transactions each of which is pre-ordained to produce a final result, s. 248(10)...

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Words and Phrases
series of transactions
Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 245 - Subsection 245(3) significant disparity between tax benefit and commercial return from transaction 263
Tax Topics - Income Tax Act - Section 245 - Subsection 245(4) policy against corporate loss trading 229
Tax Topics - Statutory Interpretation - Interpretation Bulletins, etc. 70
Tax Topics - Statutory Interpretation - Interpretation/Definition Provisions deeming v. definition provisions 46

See Also

Total Energy Services Inc., 2024 TCC 12

In September, 2007, most of the equity of an insolvent public corporation (“Biomerge”) in CCAA proceedings was acquired by the company...

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 245 - Subsection 245(4) an acquisition of an insolvent public company with losses by a SIFT trust was an abuse of s. 111(5) 367
Tax Topics - Income Tax Act - Section 111 - Subsection 111(5) s. 256(7)(c.1) merely clarified that the acquisition of a public company lossco by a SIFT trust was an abuse of s. 111(5) 326

Agence du revenu du Québec v. Custeau, 2020 QCCA 1496

When a family small business corporation (the “Corporation”) was in financial difficulty, a Quebec regional development fund and affiliated...

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 245 - Subsection 245(3) no avoidance transaction where subsequent utilization of PUC created with PUC-averaging was not contemplated 404

3295036 Canada Inc. v. Agence du revenu du Québec, 2020 QCCA 1435

In October 1996, a Quebec-taxpayer company (“329”) acquired public company shares from its parent, on two separate days, in “Quebec...

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 152 - Subsection 152(4) subsequent years could be reassessed to deny the carryforward of a capital loss reported in a statute-barred year 216

The Trustees of the Morrison 2002 Maintenance Trust & Ors v Revenue and Customs, [2019] EWCA Civ 93

A scheme for the avoidance by three trusts (the “Scottish Trusts”) of capital gains tax on the sale of a bloc representing approximately 2% of...

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Locations of other summaries Wordcount
Tax Topics - General Concepts - Tax Avoidance 250

3295036 Canada Inc. v. Agence du revenu du Québec, 2018 QCCQ 8100, aff'd 2020 QCCA 1435

On two days in October 1996, the parent company (“Marjad”) of the taxpayer (“3295036”) transferred shares of two public companies, whose...

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Louie v. The Queen, 2018 TCC 225, rev'd in part on "advantage" issue (for subsequent years) 2019 FCA 255

From May 15 to October 17, 2009, the taxpayer directed 71 “swaps” under which TSX-listed shares were transferred between her self-directed...

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 207.05 - Subsection 207.05(3) holder rather than trustee liable for advantage tax 148
Tax Topics - Income Tax Act - Section 207.01 - Subsection 207.01(1) - Advantage - Paragraph (b) - Subparagraph (b)(i) temporal limitation placed on the advantages considered to arise from TFSA swap transactions 643
Tax Topics - General Concepts - Fair Market Value - Shares use of price range for share valuation was inappropriate where there was a second-by-second market 185

Cameco Corporation v. The Queen, 2018 TCC 195, aff'd 2020 FCA 112

Owen J found (at para. 704) that the concept of a “series” under s. 247(2) should be interpreted narrowly in order to not make it impossible...

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Words and Phrases
series of transactions
Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 247 - New - Subsection 247(2) having a Swiss/Lux subsidiary enter into long-term purchase contracts at a somewhat fixed price with third parties and the taxpayer did not engage s. 247(2) 708
Tax Topics - General Concepts - Sham transactions that were not factually misrepresented were not a sham 254
Tax Topics - Income Tax Act - Section 247 - New - Subsection 247(1) - Transaction meaning of "arrangement" and "event" 153

Loblaw Financial Holdings Inc. v. The Queen, 2018 TCC 182, rev'd on s. 95(1) - investment business - (a) (arm's length conduct) grounds 2020 FCA 79, in turn aff'd 2021 SCC 51

An issue addressed obiter by C Miller J was whether the renewal by the Barbados subsidiary (GBL) of the taxpayer of its international banking...

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 165 - Subsection 165(1.11) requirement met where Crown knew the nature and quantum of the dispute 269
Tax Topics - Income Tax Act - Section 95 - Subsection 95(1) - Foreign Bank CFA qualified as a foreign bank since it was licensed under Barbados law as an international bank 123
Tax Topics - Income Tax Act - Section 95 - Subsection 95(1) - Investment Business - Paragraph (a) Barbados-licensed international bank, which used Loblaw funding to invest responsively to Loblaw considerations, conducted an offside non-arm’s length business 429
Tax Topics - Income Tax Act - Section 95 - Subsection 95(1) - Investment Business - Paragraph (c) employee equivalents was reduced by employee time described in s. 95(2)(b) 290
Tax Topics - Income Tax Act - Section 9 - Capital Gain vs. Profit - Foreign Exchange short-term debt securities were inventory because they were the raw material for generating swap income 130
Tax Topics - Income Tax Act - Section 152 - Subsection 152(4.01) - Paragraph 152(4.01)(a) - Subparagraph 152(4.01)(a)(ii) GAAR is generally a separate matter rather than being subsumed in the allegedly-misused substantive provision 208
Tax Topics - Income Tax Act - Section 245 - Subsection 245(3) application of GAAR required the occurrence of an avoidance transaction (or series) in non-statute-barred years and the relevant previous year’s avoidance transaction did not occur as part of the series 512
Tax Topics - Income Tax Act - Section 245 - Subsection 245(4) use of Barbados sub to engage in proprietary trading for Canadian parent misused the foreign bank exemption, whose purpose was promoting international competitiveness 336
Tax Topics - Income Tax Act - Section 95 - Subsection 95(2) - Paragraph 95(2)(l) purpose of s. 95(2)(l) exception was to permit non-resident subsidiaries of Canadian banks and dealers to compete internationally 190

Oxford Properties Group Inc. v. The Queen, 2016 TCC 204, rev'd 2018 FCA 30

A corporation (“BPC”), which was mostly owned by a Canadian pension fund (“OMERS”), obtained the agreement of a predecessor of the...

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 245 - Subsection 245(4) no abuse in using 88(1)(d) bump to avoid s. 100 after 3-year s. 69(11) period 557
Tax Topics - Income Tax Act - Section 97 - Subsection 97(2) purpose not to tax underlying recapture on subsequent LP unit sale 431
Tax Topics - Income Tax Act - Section 88 - Subsection 88(1) - Paragraph 88(1)(d) purpose: to push down ACB of shares of sub to qualifying non-depreciable property 489
Tax Topics - Statutory Interpretation - Interpretation Act - Subsection 45(2) subsequent amendment shed light on scope of previous version 107
Tax Topics - Income Tax Act - Section 100 - Subsection 100(1) S. 100 operates only on outside basis gain 290
Tax Topics - Income Tax Act - Section 69 - Subsection 69(11) Parliament provided safe harbour for sales after 3 years 204
Tax Topics - Income Tax Act - Section 98 - Subsection 98(3) - Paragraph 98(3)(c) purpose: to preserve high outside basis through push down 293

Pièces automobiles Lecavalier Inc. v. The Queen, 2014 DTC 1126 [at 3319], 2013 TCC 310

A Canadian subsidiary ("Greenleaf") of Ford U.S. paid down to $9,750,000 (including accrued interest) a debt of $24,369,439 (plus accrued...

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Locations of other summaries Wordcount
Tax Topics - General Concepts - Evidence Canadian tax accountant's testimony on US tax consequences accorded little weight 152
Tax Topics - Income Tax Act - Section 245 - Subsection 245(3) debt-paydown transactions were avoidance transactions 268
Tax Topics - Income Tax Act - Section 245 - Subsection 245(4) avoidance of debt forgiveness rules was abusive 277

MIL (Investments) S A v. The Queen, 2006 DTC 3307, 2006 TCC 460, aff'd 2007 FCA 236

In March 1993 an individual ("Boulle") transferred his shares of a Canadian public junior exploration company ("DFR") to the taxpayer, which was a...

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Canutilities Holdings Ltd. v. The Queen, 2003 DTC 1029 (TCC), rev'd in part 2004 DTC 6475, 2004 FCA 234

Normal course dividends paid by the taxpayers were not paid in contemplation of transactions in which their common shares of a public company were...

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Les Placements E&R Simard Inc. v. The Queen, 97 DTC 1328 (TCC)

On September 10, 1988, the taxpayer transferred its assets to a subsidiary ("Alimentation 1988") in consideration for a demand promissory note and...

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Craven v. White, [1988] BTC 268 (HL)

Lord Jauncey stated:

"If it were appropriate to prepare a formula defining 'composite transaction' in the light of the passages in the speeches in...

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Words and Phrases
series of transactions
Locations of other summaries Wordcount
Tax Topics - General Concepts - Tax Avoidance 203

Administrative Policy

7 October 2022 APFF Roundtable Q. 14, 2022-0942191C6 F - Safe-income determination time

A purchaser incorporated a Buyco to acquire the assets of the vendor corporation and then, a few weeks later, the net asset proceeds on the...

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 55 - Subsection 55(1) - Safe-Income Determination Time incorporation of Buyco may trigger safe-income determination time 383
Tax Topics - Income Tax Act - Section 55 - Subsection 55(2.1) - Paragraph 55(2.1)(b) no need for CRA flexibility regarding safe income issues arising from early formation of a Buyco 307

May 2019 CPA Alberta CRA Roundtable, ITA Session – Q.7

What factors would CRA typically review to assess whether certain transactions are part of the same series; and how important is it that...

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2018 Ruling 2017-0683941R3 - Split-up transactions

Mother along with an arm’s length business associate (“Investor”) wanted to use some of the assets of the family business corporation...

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 55 - Subsection 55(3) - Paragraph 55(3)(a) - Subparagraph 55(3)(a)(ii) split-up to resolve business differences between daughter and mother, with relevant significant investment of arm's length investor in further transferee company 758
Tax Topics - Income Tax Act - Section 186 - Subsection 186(1) - Paragraph 186(1)(b) year-end established in middle of cross-redemptions to avoid circularity 220

29 October 2013 External T.I. 2013-0489771E5 F - Internal Reorganization - 55(3)(a)

Three brothers held Corporation A as to 1/3 each and their mother’s estate held all of Corporation B. Following the distribution of the...

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 55 - Subsection 55(3.2) - Paragraph 55(3.2)(d) s. 55(3.2)(d) application to estate distribution of corporation to 3 sibling beneficiaries does not deem them to be related to each other 248
Tax Topics - Income Tax Act - Section 55 - Subsection 55(3) - Paragraph 55(3)(a) - Subparagraph 55(3)(a)(v) relief under s. s. 256(7)(a)(i)(C) or (D) is relevant to s. 55(3.1)(b)(ii), but not to ss. 55(3)(a)(i) to (v) 227

24 October 2012 Internal T.I. 2012-0456711I7 F - Inadmissibilité à la déduction pour GC

Mr. A effected an estate freeze by converting his Class "AA" shares of Opco into Class "F" Opco shares. S. 51(2) has been applied to determine the...

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Locations of other summaries Wordcount
Tax Topics - Income Tax Act - 101-110 - Section 110.6 - Subsection 110.6(7) - Paragraph 110.6(7)(b) potential application of s. 110.6(7)(b) where s. 51(2) applied 268
Tax Topics - Income Tax Act - Section 152 - Subsection 152(4.2) no retroactive adjustment of capital gains exemption where claimed before the normal reassessment period 192

17 November 2000 External T.I. 1999-0008585 - Winding-up

"A particular transaction will be part of a series of transactions if that transaction is logically and reasonably connected to another...

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23 August 1991 T.I. (Tax Window, No. 8, p. 21, ¶1409)

A preliminary transaction will form part of a series of transactions that includes subsequent transactions if at the time of the preliminary...

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9 May 1990 Meeting (October 1990 Access Letter, ¶1474)

"If at the time of the 'butterfly' reorganization the shareholders had formed the intention to sell their shares, and their shares are eventually...

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3 November 89 T.I. (April 90 Access Letter, ¶1172)

"A preliminary transaction will form part of the series of transactions or events determined with reference to subsection 248(10) if, at the time...

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Articles

Doron Barkai, Alexander Demner, "Dealing with New Subsection 55(2): Issues and Strategies", 2016 Conference Report (Canadian Tax Foundation), 6:1–56

Avoidance of exclusion if Pt. IV refund not received as part of the series (pp. 6:27-29)

[A]ny dividend paid from Holdco to the shareholder needs...

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Justice Marshall Rothstein, "An Overview of the Supreme Court of Canada", Bulletin for International Taxation (IBFD), January/February 2016, p. 20.

Resort to foreign judgments (p. 25)

An example concerns the interpretation of a "series of transactions" under a general anti-avoidance rule...

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Benjamin Alarie, Julia Lockhart, "The Importance of Family Resemblance: Series of Transactions After Copthorne", Canadian Tax Journal (2014) 62:1, 273-99.

Extension of common-law series (pp. 76-77)

… Kandev et al. argue that the purpose of subsection 248(10) is merely to bring into the Act the...

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David M. Williamson, Michael H. Manly, "Subsection 69(11) - Unexpected Problems from Inappropriate Positions", Corporate Structures and Groups, Vol. V, No. 4, 1999, p. 285.

Locations of other summaries Wordcount
Tax Topics - Income Tax Act - Section 69 - Subsection 69(11) 0

Thivierge, "Emerging Income Tax Issues", 1993 Conference Report, c. 4

J. Tiley, "Series of Transactions", 1988 Conference Report, c.8.

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