Where Mr. A, who owns 100% of the voting shares of Opco, sells 10% of the shares to Mr. B who deal at arm's length with Mr. A, there will not be an acquisition of control provided Mr. A controls Opco before and after the sale of the shares of Opco. If Mr. A instead sells 50% of the shares of Opco to Mr. B, the group comprised of Mr. A and B will be considered to have acquired control of Opco if A and B have sufficient common connections or business interest to make it reasonable to assume that they will act either in concert or with a common interest to control Opco.
If Mr. A and Mr. B are brothers who each own 50% of the voting shares of Opco, then on the conversion of the shares of Opco owned by Mr. B into non-voting shares, Mr. A will be considered to have acquired control of Opco.
