Principal Issues: In applying 251(5)(b)(i) and 256(1.4)(a), whether the determination of control is made assuming that (1) all the rights owned by all persons are considered "exercised" jointly at a single time and tested together for control or (2) the individual shareholder's rights are deemed exercised separately and tested separately for control.
Position: When 251(5)(b)(i) applies, for each person that has a right, a distinct determination of "control" of the corporation must be made on the assumption that that person owned the shares of the corporation which the person has the right to, or the right to acquire, or the right to control the voting rights of such shares. When 256(1.4)(a) applies, the "control" of a corporation must be determined once, taking into account all the shares that all the persons with a right are deemed to own and that are deemed to be issued and outstanding.
Reasons: The law and positions taken in previous technical interpretations.