Bagtech - Tax Court treats a CCPC's fictional non-resident shareholder as bound by USA voting restrictions

In order to avoid arguments that the majority non-resident (or public company) shareholders of a corporation are not a "group of persons," so that they do not control the corporation (see Silicon Graphics), the definition of "Canadian-controlled private corporation" deems their shares to be owned by a single notional non-resident person.  Bédard J. found in the Bagtech case (now published in English translation), that this fictional person should be considered to be party to the (actual) unanimous shareholders agreement for the corporation in question - and that voting right restrictions in this USA should be considered to trench on what otherwise would be the de jure control of that fictional person.  Consequently, the corporation in that case was a CCPC notwithstanding that a majority of its shares were held by non-residents.

Neal Armstrong.  Summary of Price Waterhouse Cooper, Trustee in Bankruptcy of Bioartificial Gel Technologies (Bagtech) v. The Queen, 2012 TCC 120 under s. 125(7).