Submitted by Anonymous (not verified) on Sun, 11/29/2015 - 02:17
eliminate sandwich structure following a spin-off by public company Target and cash acquisition of Target shares/no-buy covenant of spinco to comply with s. 88(1)(c)(vi)(B)(III)(2)
Buyer
Buyer is a listed non-resident corporation, and owns all but the exchangeable shares of a Canadian public corporation ("BuyerSub"). ...
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Principal Issues: Whether the 88(1)(d) bump will be available in respect of the proposed transactions. Whether the 'benefit' rules in subsections 15(1), 56(2) and 246(1) will apply to the proposed transactions. Whether the GAAR will apply to the proposed transactions.
Position: The bump will be available, provided certain conditions are met. The benefit rules will not apply. The GAAR will not apply.
Reasons: The proposed transactions technically comply with the bump rules and do not run afoul of the bump denial rules. No "benefits" will be conferred or otherwise transferred within the meaning of the relevant provisions.
Treaty step-up to avoid the application of s. 55(2) to a spin-off made to effect an arm's length sale of the rump
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Principal Issues: Whether Canada retains the right to tax the gain on shares of a Canadian corporation sold by a non-resident under the applicable treaty.
