2012 Ruling 2011-0416001R3 - Split-up butterfly

Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the CRA.
Prenez note que ce document, bien qu'exact au moment émis, peut ne pas représenter la position actuelle de l'ARC.

Principal Issues: Whether the butterfly dividends arising on the proposed transactions are exempt under paragraph 55(3)(b) from the application of subsection 55(2)

Position: Yes

Reasons: Proposed transactions meet the requirements of paragraph 55(3)(b)

XXXXXXXXXX
2011-041600

XXXXXXXXXX, 2012

Dear XXXXXXXXXX:

Re: XXXXXXXXXX
Advance Income Tax Ruling Request

This is in reply to your letter of XXXXXXXXXX in which you requested an advance income tax ruling on behalf of the above-noted taxpayer. In your subsequent letters and emails you provided additional information concerning the facts and proposed transactions described in your original letter. We also acknowledge the information provided during our various telephone conversations (XXXXXXXXXX). The information or documents submitted with your request are part of this letter only to the extent described herein.

To the best of your knowledge, and that of the taxpayer involved, none of the issues involved in this ruling request is

(i) in an earlier return of the above-referenced taxpayer or a related person;

(ii) being considered by a tax services office or taxation centre in connection with a previously filed tax return of the above-referenced taxpayer or a related person;

(iii) under objection by the above-referenced taxpayer or a related person;

(iv) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has expired; or

(v) the subject of a ruling previously issued by the Income Tax Rulings Directorate.

Further, the above-referenced taxpayer has advised that the transactions described herein will not result in the above-referenced taxpayer or any related person described herein being unable to pay its existing outstanding tax liabilities.

DEFINITIONS

Unless otherwise expressly stated, every reference herein to the “Act” or to a part, section or subsection, paragraph or subparagraph and clause or subclause is a reference to the relevant provision of the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c.1, as amended from time to time and consolidated to the date of this letter and the Income Tax Regulations thereunder are referred to as the “Regulations.”

Unless otherwise noted, all references herein to a currency are a reference to Canadian dollars.

In this letter, the following terms have the meanings specified and, where the circumstances so require, the singular should be read as plural and vice versa:

“adjusted cost base” (“ACB”) has the meaning assigned by section 54;

“agreed amount” in respect of an eligible property means the amount that the transferor and transferee of the property have agreed upon in an election under subsection 85(1);

“arm’s length” has the meaning assigned by section 251;"Articles" means, in relation to a particular corporation, the constating documents of the corporation;

“BCA” means the XXXXXXXXXX Business Corporations Act, XXXXXXXXXX;

“CRA” means the Canada Revenue Agency;

“Canadian-controlled private corporation” (“CCPC”) has the meaning assigned by subsection 125(7);

“Capital dividend account” (“CDA”) has the meaning assigned by subsection 89(1);

“Capital property” has the meaning assigned by section 54;

“Child 1A” means XXXXXXXXXX, a deceased individual;

“Child 1A Trust” means the estate of XXXXXXXXXX;

“Child 1B” means XXXXXXXXXX, the surviving spouse of Child 1A, who is resident in Canada;

“Child 1Co” means XXXXXXXXXX;

“Child 2A” means XXXXXXXXXX, a deceased individual;

“Child 2A Children Trust” means the XXXXXXXXXX;

“Child 2B” means XXXXXXXXXX, the surviving spouse of Child 2A, who is resident in Canada;

“Child 3” means XXXXXXXXXX, a deceased individual;

“Child 4” means XXXXXXXXXX, a deceased individual;

“Child 4 Children Trust” means the XXXXXXXXXX;

“cost amount” has the meaning assigned by subsection 248(1);

“DC” means XXXXXXXXXX;

“DC Class A Shares” means the class A preferred shares of DC that are currently issued and outstanding;

“DC Common Shares” means the common shares of DC that are currently issued and outstanding;

“disposition” has the meaning assigned by subsection 248(1);

“Distribution Property” has the meaning assigned in Paragraph 50;

“dividend rental arrangement” has the meaning assigned by subsection 248(1);

“eligible property” has the meaning assigned by subsection 85(1.1);

“fair market value” (“FMV”) means the highest price available in an open and unrestricted market between informed prudent parties acting at arm’s length and under no compulsion to act and contracting for a taxable purchase and sale, expressed in terms of cash;

“financial intermediary corporation” has the meaning assigned by subsection 191(1);

“forgiven amount” has the meaning assigned by subsection 80(1) or 80.01(1);

“General Rate Income Pool” (“GRIP”) has the meaning assigned by subsection 89(1);

“GC 1” means XXXXXXXXXX, daughter of Child 2A and Child 2B, a deceased individual;

“GC 1Co” means XXXXXXXXXX;

“GC 1Trust” means the XXXXXXXXXX;

“GC 2” means XXXXXXXXXX, daughter of Child 2A and Child 2B, who is resident in Canada;

“GC 2Co” means XXXXXXXXXX;

“GC 2Trust” means the XXXXXXXXXX;

“GC 3” means XXXXXXXXXX, daughter of Child 2A and Child 2B, who is resident in Canada;

“GC 3Co” means XXXXXXXXXX;

“GC 3Trust” means the XXXXXXXXXX;

“GC 4” means XXXXXXXXXX, daughter of Child 2A and Child 2B, who is resident in Canada;

“GC 4Co” means XXXXXXXXXX;

“GC 4Trust” means the XXXXXXXXXX;

“GC 5” means XXXXXXXXXX, son of Child 2A and Child 2B, who is resident in Canada;

“GC 5 XXXXXXXXXXTrust” means the XXXXXXXXXX;

“GC 5Co” means XXXXXXXXXX;

“GC 5Trust” means the XXXXXXXXXX;

“GC 6” means XXXXXXXXXX, daughter of Child 3, who is resident in Canada;

“GC 6Co” means XXXXXXXXXX;

“GC 7” means XXXXXXXXXX, son of Child 3, who is resident in Canada;

“GC 7Co” means XXXXXXXXXX;

“GC 8” means XXXXXXXXXX, daughter of Child 3, who is resident in Canada;

“GC 8Co” means XXXXXXXXXX;

“GC 9” means XXXXXXXXXX, daughter of Child 3, who is resident in Canada;

“GC 9Co” means XXXXXXXXXX;

“GC 10” means XXXXXXXXXX, son of Child 3, who is resident in Canada;

“GC 10Co” means XXXXXXXXXX;

“GC 11” means XXXXXXXXXX, daughter of Child 4, who is resident in Canada;

“GC 11Co” means XXXXXXXXXX;

“GC 11Trust” means the XXXXXXXXXX;

“GC 12” means XXXXXXXXXX, son of Child 4, who is resident in Canada;

“GC 12 XXXXXXXXXXTrust” means the XXXXXXXXXX;

“GC 12Co” means XXXXXXXXXX;

“GC 12Trust” means the XXXXXXXXXX;

“GGC 1” means XXXXXXXXXX, an adult son of GC 1, who is resident in Canada;

“GGC 2” means XXXXXXXXXX, an adult daughter of GC 1, who is resident in Canada;

“GGC 1Trust” means the XXXXXXXXXX;

“GGC 2Trust” means the XXXXXXXXXX;

“guarantee agreement” has the meaning assigned by subsection 112(2.2);

“paid-up capital” (“PUC”) has the meaning assigned by subsection 89(1);

“Paragraph” means a numbered paragraph in this letter;

“pre-1972 CSOH” means “pre-1972 capital surplus on hand” as that expression is defined in subsection 88(2.1);

“principal amount” has the meaning assigned by subsection 248(1);

“proceeds of disposition” has the meaning assigned by section 54;

“Proposed Transactions” means those transactions and events described in Paragraphs 48 through and including 57;

“PubCo” means XXXXXXXXXX, which is a public corporation and whose class XXXXXXXXXX shares are traded on the XXXXXXXXXX;

“public corporation” has the meaning assigned by subsection 89(1);

“refundable dividend tax on hand” (“RDTOH”) has the meaning assigned by subsection 129(3);

“related person” means, in relation to a particular person, another person who is related to the particular person by virtue of subsection 251(2), as modified for the purposes of section 55 by paragraph 55(5)(e);

“restricted financial institution” has the meaning assigned by subsection 248(1);

“series of transactions or events” has the meaning assigned by subsection 248(10);

“short-term preferred share” has the meaning assigned by subsection 248(1);

“significant influence” has the meaning assigned by section 3051.04 of the Accounting Standards for Private Enterprises or by IAS 28 of the International Financial Reporting Standards;

“specified financial institution” has the meaning assigned by subsection 248(1);

“specified investment business” (“SIB”) has the meaning assigned by subsection 125(7);

“stated capital” has, in relation to a corporation that exists under the BCA, the meaning assigned by the BCA;

“taxable Canadian corporation” (“TCC”) has the meaning assigned by subsection 89(1);

“taxable dividend” has the meaning assigned by subsection 89(l);

“taxable preferred share” has the meaning assigned by subsection 248(1);

“TCs” and “TC” have the meaning assigned in Paragraph 2;

“TC Preferred Shares” means the new class Z preferred shares that each of the TCs will be authorized to issue after the amendment to its Articles as described in Paragraph 48;

“TC Redemption Notes” and “TC Redemption Note” have the meaning assigned in Paragraph 54;

“TC Redemption Amount” in respect of a particular TC, means the amount for which the TC Preferred Shares of the particular TC will be redeemed by such TC as described in Paragraph 48; and

XXXXXXXXXX.

Our understanding of the Facts, Proposed Transactions and purposes of the Proposed Transactions are as follows:

FACTS

DC

1. DC is a TCC and a CCPC. DC was incorporated under the BCA. DC files its federal corporate tax returns at the XXXXXXXXXX Taxation Centre and its tax affairs are administered by the XXXXXXXXXX Tax Services Office.

2. The issued and outstanding share capital of DC consists of XXXXXXXXXX DC Class A Shares and XXXXXXXXXXDC Common Shares, of which one-quarter (1/4) are owned by the members of each of the following four families (the Child 1A family, the Child 2A family, the Child 3 family and the Child 4 family):

Shareholders Family DC Common Shares DC Class A Shares

Child 1A Trust Child 1A XXXXXXXXXX
Child 1Co Child 1A XXXXXXXXXX

GC 1Co Child 2A XXXXXXXXXX
GC 2Co Child 2A XXXXXXXXXX
GC 3Co Child 2A XXXXXXXXXX
GC 4Co Child 2A XXXXXXXXXX
GC 5Co Child 2A XXXXXXXXXX
Child 2B Child 2A XXXXXXXXXX

GC 6Co Child 3 XXXXXXXXXX XXXXXXXXXX
GC 7 Child 3 XXXXXXXXXX
GC 7Co Child 3 XXXXXXXXXX
GC 8 Child 3 XXXXXXXXXX
GC 8Co Child 3 XXXXXXXXXX
GC 9Co Child 3 XXXXXXXXXX XXXXXXXXXX
GC 10 Child 3 XXXXXXXXXX
GC 10Co Child 3 XXXXXXXXXX

GC 11 Child 4 XXXXXXXXXX
GC 11Co Child 4 XXXXXXXXXX
GC 12 Child 4 XXXXXXXXXX
GC 12Co Child 4 XXXXXXXXXX XXXXXXXXXX
Total XXXXXXXXXX XXXXXXXXXX

Each DC Common Share is participating and is entitled to one vote. Each DC Class A Share is non-participating, redeemable and retractable at an amount of $1 and is entitled to one vote.

Child 1Co, GC 1Co, GC 2Co, GC 3Co, GC 4Co, GC 5Co, GC 6Co, GC 7Co, GC 8Co, GC 9Co, GC 10Co, GC 11Co and GC 12Co are, collectively, referred to as the “TCs” and, individually, referred to as a “TC.”

None of the shares of DC were acquired by the respective DC shareholders in contemplation of the Proposed Transactions.

All of the issued and outstanding DC Common Shares and DC Class A Shares are capital property of each of the shareholders of DC.

3. DC’s assets consist of:

(a) XXXXXXXXXX class XXXXXXXXXX shares in the capital of PubCo; and

(b) a small amount of cash retained for purposes of paying expenses. The amount of cash as at XXXXXXXXXX was approximately $XXXXXXXXXX.

The XXXXXXXXXX PubCo class XXXXXXXXXX shares that DC owns represent approximately XXXXXXXXXX% of all of the issued and outstanding PubCo class XXXXXXXXXX shares. From an accounting standpoint, DC accounts for its investment in PubCo using the cost method, as it does not have significant influence over PubCo.

DC has a small amount of accounts payable, which will be paid prior to the Proposed Transactions. After it pays off its accounts payable, DC may or may not have any cash before the Proposed Transactions. The amount of accounts payable as of XXXXXXXXXX was approximately $XXXXXXXXXX.

4. DC’s only source of income is dividends that it receives on its PubCo class XXXXXXXXXX shares. PubCo generally pays dividends at the XXXXXXXXXX. A small portion of such dividends is retained by DC in order to pay for operating expenses of DC. The remaining portions of such dividends are used to pay dividends on the DC Common Shares. It is expected that DC will continue to pay dividends pro rata on the DC Common Shares in the normal course of DC’s operating activities when it receives dividends from PubCo from time to time.

5. DC has estimated its tax accounts as of XXXXXXXXXX as follows:

(a) RDTOH – $XXXXXXXXXX

(b) GRIP - $XXXXXXXXXX

(c) CDA - $XXXXXXXXXX

(d) pre-1972 CSOH - $XXXXXXXXXX

Specifically, DC will not have any CDA or pre-1972 CSOH balance immediately before the Proposed Transactions.

PubCo

6. PubCo is a public corporation. Its authorized share capital consists of class XXXXXXXXXX shares and class XXXXXXXXXX shares. The PubCo class XXXXXXXXXX shares are voting. They are not traded on the XXXXXXXXXX, but may be converted to PubCo class XXXXXXXXXX shares at the option of the holder. The PubCo class XXXXXXXXXX shares are non-voting and are traded on the XXXXXXXXXX.

Child 1A, Child 2A, Child 3 and Child 4

7. Child 1A, Child 2A, Child 3 and Child 4 were siblings, all of whom are deceased. Before each of their deaths, each owned one-quarter (1/4) of the XXXXXXXXXX DC Common Shares and the XXXXXXXXXX DC Class A Shares directly or indirectly through his or her holding corporation.

8. Child 1A had adult children; except as stated below, they have no interest in DC or Child 1Co. Child 1A’s surviving spouse is Child 1B.

The estate of Child 1A is the Child 1A Trust. Child 1B and her solicitor are the executors of the estate of Child 1A. The beneficiary of the Child 1A Trust is Child 1B in the form of a life interest followed by a life interest in favour of the children of Child 1A. The ultimate beneficiary of Child 1A Trust is a registered Canadian charity.

9. Child 2A was the father of GC 1, GC 2, GC 3, GC 4 and GC 5. Child 2A’s surviving spouse is Child 2B. GC 1 is deceased. GC 1 had two adult children: GGC 1 and GGC 2.

10. Child 3 was the mother of GC 6, GC 7, GC 8, GC 9 and GC 10, who are all adult individuals.

11. Child 4 was the mother of GC 11 and GC 12, who are both adult individuals.

Members of each of the four families

Child 1A family

Child 1Co

12. Child 1Co is a TCC and a CCPC. It is governed by the BCA. Child 1Co deals with the XXXXXXXXXX Tax Services Office and files its federal corporate tax returns at the XXXXXXXXXX Taxation Centre.

All of the issued and outstanding common shares of Child 1Co are owned by the Child 1A Trust.

Child 1Co owns: (a) XXXXXXXXXX DC Common Shares and (b) XXXXXXXXXX PubCo class XXXXXXXXXX shares.

Child 1A Trust

13. The Child 1A Trust owns: (a) XXXXXXXXXX DC Class A Shares, and (b) all of the issued and outstanding common shares of Child 1Co.

The Child 1A Trust controls Child 1Co. The Child 1A Trust and Child 1Co are related to each other under subparagraph 251(2)(b)(i).

Child 2A Family

GC 1Co

14. GC 1Co is a TCC and a CCPC. It is governed by the BCA. GC 1Co deals with the XXXXXXXXXX Tax Services Office and files its federal corporate tax returns at the XXXXXXXXXX Taxation Centre. The issued and outstanding share capital of GC 1Co consists of the following:

(a) XXXXXXXXXX class A preferred shares, all of which are owned by Child 2B;

(b) XXXXXXXXXX class D preferred shares, all of which are owned by Child 2B;

(c) XXXXXXXXXX class E preferred shares (declines each year), all of which are owned by Child 2B;

(d) XXXXXXXXXX class G preferred shares, of which

(i) XXXXXXXXXX are owned by GGC 1;

(ii) XXXXXXXXXX are owned by the GGC 1Trust;

(iii) XXXXXXXXXX are owned by the GGC 2Trust; and

(e) XXXXXXXXXX common shares, all of which are owned by the GC 1Trust.

Each GC 1Co class A preferred share is non-voting, non-participating, and redeemable and retractable at an amount of $XXXXXXXXXX. Each GC 1Co class D preferred share is entitled to XXXXXXXXXX votes, non-participating and redeemable and retractable at an amount of $XXXXXXXXXX. Each GC 1Co class E preferred share is entitled to one vote and a discretionary dividend (not to exceed XXXXXXXXXX% of the redemption amount), and is redeemable and retractable at an amount of $XXXXXXXXXX. Each GC 1Co class G preferred share is non-voting, non-participating, and redeemable and retractable at an amount of $XXXXXXXXXX. Each GC 1Co common share is entitled to one vote.

GC 1Co owns XXXXXXXXXX DC Common Shares and approximately XXXXXXXXXX PubCo class XXXXXXXXXX shares.

15. The beneficiaries of the GC 1Trust are the children of GC 1.

The beneficiary of the GGC 1Trust is GGC 1 and the beneficiary of the GGC 2Trust is GGC 2.

GC 2Co

16. GC 2Co is a TCC and a CCPC. It is governed by the BCA. GC 2Co deals with the XXXXXXXXXX Tax Services Office and files its federal corporate tax returns at the XXXXXXXXXX Taxation Centre. The issued and outstanding share capital of GC 2Co consists of the following:

(a) XXXXXXXXXX class A preferred shares, all of which are owned by Child 2B;

(b) XXXXXXXXXX class D preferred shares, all of which are owned by Child 2B;

(c) XXXXXXXXXX class E preferred shares (declines each year), all of which are owned by Child 2B;

(d) XXXXXXXXXX class G preferred shares, all of which are owned by GC 2, and

(e) XXXXXXXXXX common shares, all of which are owned by the GC 2Trust.

The attributes of the GC 2Co class A preferred shares, class D preferred shares, class E preferred shares, class G preferred shares and common shares are identical to the attributes of the GC 1Co class A preferred shares, class D preferred shares, class E preferred shares, class G preferred shares and common shares, respectively.

GC 2Co owns XXXXXXXXXX DC Common Shares and approximately XXXXXXXXXX PubCo class XXXXXXXXXX shares.

17. The beneficiaries of the GC 2Trust are GC 2, her spouse and the children of GC 2.

GC 3Co

18. GC 3Co is a TCC and a CCPC. It is governed by the BCA. GC 3Co deals with the XXXXXXXXXX Tax Services Office and files its federal corporate tax returns at the XXXXXXXXXX Taxation Centre. The issued and outstanding share capital of GC 3Co consists of the following:

(a) XXXXXXXXXX class A preferred shares, all of which are owned by Child 2B;

(b) XXXXXXXXXX class D preferred shares, all of which are owned by Child 2B;

(c) XXXXXXXXXX class E preferred shares (declines each year), all of which are owned by Child 2B;

(d) XXXXXXXXXX class G preferred shares, all of which are owned by GC 3, and

(e) XXXXXXXXXX common shares, all of which are owned by the GC 3Trust.

The attributes of the GC 3Co class A preferred shares, class D preferred shares, class E preferred shares, class G preferred shares and common shares are identical to the attributes of the GC 1Co class A preferred shares, class D preferred shares, class E preferred shares, class G preferred shares and common shares, respectively.

19. GC 3Co owns XXXXXXXXXX DC Common Shares and approximately XXXXXXXXXX PubCo class XXXXXXXXXX shares.

20. The beneficiaries of the GC 3Trust are GC 3, her spouse and the children of GC 3.

GC 4Co

21. GC 4Co is a TCC and a CCPC. It is governed by the BCA. GC 4Co deals with the XXXXXXXXXX Tax Services Office and files its federal corporate tax returns at the XXXXXXXXXX Taxation Centre. The issued and outstanding share capital of GC 4Co consists of the following:

(a) XXXXXXXXXX class A preferred shares, all of which are owned by Child 2B;

(b) XXXXXXXXXX class D preferred shares, all of which are owned by Child 2B;

(c) XXXXXXXXXX class E preferred shares (declines each year), all of which are owned by Child 2B;

(d) XXXXXXXXXX class G preferred shares, all of which are owned by GC 4, and

(e) XXXXXXXXXX common shares, all of which are owned by the GC 4Trust.

The attributes of the GC 4Co class A preferred shares, class D preferred shares, class E preferred shares, class G preferred shares and common shares are identical to the attributes of the GC 1Co class A preferred shares, class D preferred shares, class E preferred shares, class G preferred shares and common shares, respectively.

22. GC 4Co owns XXXXXXXXXX DC Common Shares and approximately XXXXXXXXXX PubCo class XXXXXXXXXX shares.

23. The beneficiaries of the GC 4Trust are GC 4 and her children.

GC 5Co

24. GC 5Co is a TCC and a CCPC. It is governed by the BCA. GC 5Co deals with the XXXXXXXXXX Tax Services Office and files its federal corporate tax returns at the XXXXXXXXXX Taxation Centre. The issued and outstanding share capital of GC 5Co consists of the following:

(a) XXXXXXXXXX class A preferred shares, all of which are owned by Child 2B;

(b) XXXXXXXXXX class D preferred shares, all of which are owned by Child 2B;

(c) XXXXXXXXXX class E preferred shares (declines each year), all of which owned by Child 2B;

(d) XXXXXXXXXX class G preferred shares, all of which are owned by GC 5;

(e) XXXXXXXXXX class H preferred shares, all of which are owned by the GC 5Trust, and

(f) XXXXXXXXXX class One common shares, all of which are owned by the GC 5 XXXXXXXXXXTrust.

The attributes of the GC 5Co class A preferred shares, class D preferred shares, class E preferred shares and class G preferred shares are identical to the attributes of the GC 1Co class A preferred shares, class D preferred shares, class E preferred shares and class G preferred shares, respectively.

In addition, each GC 5Co class H preferred share is non-voting, non-participating, and redeemable and retractable at an amount equal to the FMV of the consideration received for the issuance of the share. Each GC 5Co class One common share is entitled to one vote.

GC 5Co owns XXXXXXXXXX DC Common Shares and approximately XXXXXXXXXX PubCo class XXXXXXXXXX shares.

25. The XXXXXXXXXX GC 5Co class H preferred shares that the GC 5Trust owns were issued by GC 5Co to the GC 5Trust in exchange for all of the GC 5Trust’s common shares of GC 5Co as part of a second estate freeze of GC 5 in XXXXXXXXXX.

The beneficiaries of the GC 5Trust are GC 5, his spouse and his children. The beneficiaries of the GC 5 XXXXXXXXXXTrust are also GC 5, his spouse and his children.

Child 2B

26. Child 2B owns XXXXXXXXXX DC Class A Shares, which she acquired on the death of her husband Child 2A in XXXXXXXXXX.

27. Child 2B controls each of GC 1Co, GC 2Co, GC 3Co, GC 4Co and GC 5Co through her shareholding interests in each of these corporations. Consequently, Child 2B is related to each of these corporations under subparagraph 251(2)(b)(i), and these corporations are related to each other under subparagraph 251(2)(c)(i).

The Child 2A Children Trust

28. The Child 2A Children Trust was a personal trust. It was settled by Child 2A on XXXXXXXXXX for the benefit of his children.

Prior to XXXXXXXXXX, the Child 2A Children Trust owned XXXXXXXXXX class G preferred shares in each of GC 1Co, GC 2Co, GC 3Co, GC 4Co and GC 5Co. On XXXXXXXXXX, the Child 2A Children Trust distributed these shares to its beneficiaries in satisfaction of their respective capital interests in the Child 2A Children Trust as follows:

XXXXXXXXXX GC 1Co class G preferred shares to GGC1; XXXXXXXXXX GC 1Co class G preferred shares to the GGC 1Trust, and XXXXXXXXXX GC 1Co class G preferred shares to the GGC 2Trust; and
(a) the XXXXXXXXXX GC 2Co class G preferred shares, the XXXXXXXXXX GC 3Co class G preferred shares, the XXXXXXXXXX GC 4Co class G preferred shares and the XXXXXXXXXX GC 5Co class G preferred shares to GC 2, GC 3, GC 4 and GC 5, respectively.

Upon such distribution, the Child 2A Children Trust was wound up.

The purpose of such distribution by the Child 2A Children Trust to its beneficiaries as described above was to avoid the 21 year deemed disposition rule under subsection 104(4). Further, such distribution was not made in contemplation of any of the Proposed Transactions and would have been made irrespective of whether the Proposed Transactions are implemented. The Proposed Transactions would have been undertaken irrespective of whether such distribution occurred upon the termination of the Child 2A Children Trust.

Child 3 Family

GC 6Co

29. GC 6Co is a TCC and a CCPC. It is governed by the BCA. GC 6Co deals with the XXXXXXXXXX Tax Services Office and files its federal corporate tax returns at the XXXXXXXXXX Taxation Centre.

All of the issued and outstanding share capital of GC 6Co consists of common shares and preferred shares, which are owned by GC 6.

GC 6Co owns: (a) XXXXXXXXXX DC Common Shares, (b) XXXXXXXXXX DC Class A Shares and (c) XXXXXXXXXX PubCo class XXXXXXXXXX shares.

GC 7Co

30. GC 7Co is a TCC and a CCPC. It is governed by the BCA. GC 7Co deals with the XXXXXXXXXX Tax Services Office and files its federal corporate tax returns at the XXXXXXXXXX Taxation Centre.

All of the issued and outstanding share capital of GC 7Co consists of common shares and preferred shares, which are owned by GC 7.

GC 7Co owns: (a) XXXXXXXXXX DC Common Shares, (b) XXXXXXXXXX PubCo class XXXXXXXXXX shares and (c) XXXXXXXXXX PubCo class XXXXXXXXXX shares.

GC 8Co

31. GC 8Co is a TCC and a CCPC. It is governed by the BCA. GC 8Co deals with the XXXXXXXXXX Tax Services Office and files its federal corporate tax returns at the XXXXXXXXXX Taxation Centre.

All of the issued and outstanding share capital of GC 8Co consists of common shares and preferred shares, which are owned by GC 8.

GC 8Co owns: (a) XXXXXXXXXX DC Common Shares, (b) XXXXXXXXXX PubCo class XXXXXXXXXX shares and (c) XXXXXXXXXX PubCo class XXXXXXXXXX shares.

GC 9Co

32. GC 9Co is a TCC and a CCPC. It is governed by the BCA. GC 9Co deals with the XXXXXXXXXX Tax Services Office and files its federal corporate tax returns at the XXXXXXXXXX Taxation Centre.

All of the issued and outstanding share capital of GC 9Co consists of common shares and preferred shares, which are owned by GC 9.

GC 9Co owns: (a) XXXXXXXXXX DC Common Shares, (b) XXXXXXXXXX DC Class A Shares, (c) XXXXXXXXXX PubCo class XXXXXXXXXX shares and (d) XXXXXXXXXX PubCo class XXXXXXXXXX shares.

GC 10Co

33. GC 10Co is a TCC and a CCPC. It is governed by the BCA. GC 10Co deals with the XXXXXXXXXX Tax Services Office and files its federal corporate tax returns at the XXXXXXXXXX Taxation Centre.

All of the issued and outstanding share capital of GC 10Co consists of common shares and preferred shares, which are owned by GC 10.

GC 10Co owns: (a) XXXXXXXXXX DC Common Shares, (b) XXXXXXXXXX PubCo class XXXXXXXXXX shares and (c) XXXXXXXXXX PubCo class XXXXXXXXXX shares.

GC 6, GC 7, GC 8, GC 9 and GC 10

34. GC 6, GC 7, GC 8, GC 9 and GC 10 are siblings. GC 6, GC 7, GC 8, GC 9 and GC 10 control GC 6Co, GC 7Co, GC 8Co, GC 9Co and GC 10Co, respectively, through their respective shareholding interests in these corporations.

35. Each of GC 7, GC 8 and GC 10 owns XXXXXXXXXX DC Class A Shares.

36. GC 6Co, GC 7, GC 8, GC 9Co and GC 10 acquired their DC Class A Shares on the death of the spouse of Child 3, who had a life interest in the estate of Child 3.

GC 6Co, GC 7Co, GC 8Co, GC 9Co and GC 10Co

37. GC 6Co, GC 7Co, GC 8Co, GC 9Co and GC 10Co are related to each other under subparagraph 251(2)(c)(ii).

However, for the purposes of section 55, by virtue of subparagraph 55(5)(e)(i), the siblings are not related to each other and, consequently, GC 6Co, GC 7Co, GC 8Co,GC 9Co and GC 10Co are not related to each other.

Child 4 Family

GC 11Co

38. GC 11Co is a TCC and a CCPC. It is governed by the BCA. GC 11Co deals with the XXXXXXXXXX Tax Services Office and files its federal corporate tax returns at the XXXXXXXXXX Taxation Centre. The issued and outstanding share capital of GC 11Co consists of:

(a) XXXXXXXXXX first preferred shares, XXXXXXXXXX second preferred shares and XXXXXXXXXX fourth preferred shares, all of which are owned by GC 11; and

(b) XXXXXXXXXX common shares, all of which are owned by the GC 11Trust.

Each GC 11Co first preferred share is entitled to one vote, non-participating, and redeemable and retractable at an amount of $XXXXXXXXXX. Each GC 11Co second preferred share is entitled to one vote, non-participating, and redeemable and retractable at an amount of $XXXXXXXXXX. Each GC 11Co fourth preferred share is non-voting, non-participating, and redeemable and retractable at an amount of $XXXXXXXXXX. Each GC 11Co common share is entitled to one vote.

GC 11Co owns: (a) XXXXXXXXXX DC Common Shares and (b) XXXXXXXXXX PubCo class XXXXXXXXXX shares.

39. The beneficiaries of the GC 11Trust are GC 11, GC 12 and the children of GC 12 and one registered Canadian charity.

GC 12Co

40. GC 12Co is a TCC and a CCPC. It is governed by the BCA. GC 12Co deals with the XXXXXXXXXX Tax Services Office and files its federal corporate tax returns at the XXXXXXXXXX Taxation Centre. The issued and outstanding share capital of GC 12Co consists of:

(a) XXXXXXXXXX first preferred shares, XXXXXXXXXX second preferred shares and XXXXXXXXXX fourth preferred shares, all of which are owned by GC 12;

(b) XXXXXXXXXX fifth preferred shares, all of which are owned by the GC 12Trust, and

(c) XXXXXXXXXX class One common shares, all of which are owned by the GC 12 XXXXXXXXXXTrust.

The attributes of the GC 12Co first preferred shares, second preferred shares and fourth preferred shares are identical to the attributes of the GC 11Co first preferred shares, second preferred shares and fourth preferred shares, respectively.

In addition, each GC 12Co fifth preferred share is non-voting, non-participating, and redeemable and retractable at an amount equal to the FMV of the consideration received for the issuance of the share. Each GC 12Co class One common share is entitled to one vote.

GC 12Co owns: (a) XXXXXXXXXX DC Common Shares and (b) XXXXXXXXXX PubCo class XXXXXXXXXX shares.

41. The beneficiaries of the GC 12Trust are GC 12, his children and XXXXXXXXXX registered Canadian charities.

42. The GC 12 XXXXXXXXXXTrust was settled by GC 11 on XXXXXXXXXX. The beneficiaries of the GC 12 XXXXXXXXXXTrust are GC 12, his children and one registered Canadian charity.

GC 11 and GC 12

43. GC 11 and GC 12 are siblings. GC 11 is not married and has no children. GC 11 and GC 12 control GC 11Co and GC 12Co, respectively, through their respective shareholding interests in these corporations.

44. Each of GC 11 and GC 12 owns XXXXXXXXXX DC Class A Shares, which they acquired on the death of Child 4.

GC 11Co and GC 12Co

45. GC 11Co and GC 12Co are related to each other under subparagraph 251(2)(c)(ii).

However, for the purposes of section 55, by virtue of subparagraph 55(5)(e)(i), the siblings are not related to each other and, consequently, GC 11Co and GC 12Co are not related to each other.

The Child 4 Children Trust

46. The Child 4 Children Trust was a personal trust. It was settled by Child 4 on XXXXXXXXXX for the benefit of her children GC 11 and GC 12.

47. Prior to XXXXXXXXXX, the Child 4 Children Trust owned XXXXXXXXXX GC 11Co fourth preferred shares and XXXXXXXXXX fourth preferred shares of GC 12Co. On XXXXXXXXXX, the Child 4 Children Trust distributed the XXXXXXXXXX GC 11Co fourth preferred shares to GC 11 and the XXXXXXXXXX GC 12Co fourth preferred shares to GC 12 in satisfaction of their respective capital interests in the Child 4 Children Trust.

Upon such distribution, the Child 4 Children Trust was wound up.

The purpose of such distribution by the Child 4 Children Trust to its beneficiaries as described above was to avoid the 21 year deemed disposition rule in subsection 104(4). Further, such distribution was not made in contemplation of any of the Proposed Transactions and would have been made irrespective of whether the Proposed Transactions are implemented. The Proposed Transactions would have been undertaken irrespective of whether such distribution occurred upon the termination of the Child 4 Children Trust.

PROPOSED TRANSACTIONS

48. The Articles of each of the TCs will be amended by creating XXXXXXXXXX class Z preferred shares (the “TC Preferred Shares”), which will have the following attributes:

(a) the TC Preferred Shares will be non-voting;

(b) each of the TC Preferred Shares shall be redeemable and retractable at an amount (the “TC Redemption Amount”) equal to the aggregate FMV of the Distribution Property transferred to that particular TC, at the time of its transfer by DC to that particular TC, as described in Paragraph 50, divided by the number of TC Preferred Shares issued as consideration for such transfer, plus all declared but unpaid dividends thereon;

(c) the holder of the TC Preferred Shares shall be entitled to receive, as and when declared from time to time by the board of directors, dividends not exceeding an amount equal to XXXXXXXXXX% per year calculated on the TC Redemption Amount;

(d) the holder of the TC Preferred Shares shall rank in priority to any other classes of shares issued by the TC on the dissolution or winding-up of the TC to the extent of the TC Redemption Amount. No dividends or other distributions will be paid on any shares ranking junior to the TC Preferred Shares if the effect of such dividends or other distributions would be to reduce the net realizable value of the assets of the TC to an amount less than the aggregate TC Redemption Amount of the issued and outstanding TC Preferred Shares at that time; and

(e) for the purpose of subsection 191(4), the terms and conditions of the TC Preferred Shares will, at the time of their issuance, specify an amount in respect of each such share, for which the share is to be redeemed, acquired or cancelled. The amount to be specified in respect of each of such shares will be pursuant to a resolution of the board of directors of the TC, will be expressed as a dollar amount, will not be determined by a formula and will not exceed the FMV of the property received by the issuer as consideration for the issuance of such share.

The TC Redemption Amount is subject to adjustment in accordance with the terms of a price adjustment clause.

49. Immediately before the transfer of property as described in Paragraph 50, the property owned by DC will be classified into the following three types of property for the purposes of the definition of “distribution” in subsection 55(1), as follows:

(a) cash or near-cash property, comprising all of the current assets of DC, including cash, deposits and marketable securities;

(b) investment property, comprising all of the assets of DC other than cash or near-cash property, any income from which would, for purposes of the Act, be income from property or from a SIB; and

(c) business property, comprising all of the assets of DC, other than cash or near-cash property, any income from which would, for purposes of the Act, be income from a business carried on by DC (other than a SIB).

For the purpose of determining the types of property described herein,

(i) the XXXXXXXXXX PubCo class XXXXXXXXXX shares that DC owns will be classified as investment property; and

(ii) any tax accounts, such as the balance of any non-capital losses, RDTOH, GRIP or CDA of DC, if any, will not be considered property.

DC is not expected to have any business property, and will not have any liabilities, at the time of the transfer of property as described in Paragraph 50.

50. Immediately following the determination of its types of property, as described in Paragraph 49, DC will contemporaneously transfer to each of the TCs a proportionate share of each type of property owned by DC (the “Distribution Property”), as determined in accordance with Paragraph 49, such that, immediately following such property transfer, the aggregate FMV of each type of property of DC transferred to a particular TC, will be equal to or approximate the proportion determined by the formula:

A x B/C

where:

A is the FMV, immediately before the transfer, of all property of that type owned at that time by DC,

B is the FMV, immediately before the transfer, of all of the shares of the capital stock of DC owned at that time by that particular TC, and

C is the FMV, immediately before the transfer, of all the issued and outstanding shares of the capital stock of DC.

For the purposes of this Paragraph, the expression “approximate the proportion” means that the discrepancy of that proportion, if any, will not exceed one percent (1%), determined as a percentage of the FMV of each type of property that each such TC has received on such transfer as compared to what it would have received had it received its appropriate pro rata share of the FMV of that type of property.

51. In consideration for the Distribution Property transferred by DC to each of the TCs as described in Paragraph 50, each such TC will issue to DC XXXXXXXXXX TC Preferred Shares having an aggregate FMV, redemption and retraction amount equal to the aggregate FMV, at the time of the transfer, of the Distribution Property transferred by DC to each such TC.

52. In respect of the transfers described in Paragraph 50, DC will jointly elect with each of the TCs, in prescribed form and within the time limit referred to in subsection 85(6), to have the provisions of subsection 85(1) apply to the transfer of property that is an eligible property. The agreed amount in each of the joint elections will be equal to the lesser of the amounts specified in subparagraphs 85(1)(c.1)(i) and (ii).

For the purposes of the BCA, the addition to the stated capital account of the TC Preferred Shares issued by each such TC to DC as consideration for the Distribution Property transferred by DC to each such TC, will be an amount of one dollar.

53. DC will reduce the stated capital account of the issued and outstanding DC Common Shares to an amount of one dollar without any payment or distribution of property.

54. Each of the TCs will redeem all of its TC Preferred Shares held by DC and in consideration therefor, each of the TCs will issue to DC a non-interest bearing demand promissory note (individually referred to as the “TC Redemption Note” and collectively referred to as the “TC Redemption Notes”) having a principal amount and FMV equal to the aggregate TC Redemption Amount of the TC Preferred Shares so redeemed by such TC. DC will accept the TC Redemption Notes from the TCs as full and absolute payment for the redemption price of the TC Preferred Shares so redeemed by the TCs.

55. The shareholders of DC will, by a special resolution, resolve to wind-up and dissolve DC pursuant to the BCA. On the wind-up of DC, under the terms of the agreement governing the winding-up of DC, DC will

(a) assign and distribute a particular TC Redemption Note that was issued by a particular TC to DC, to the particular TC; and

(b) distribute an amount of assets to each of Child 1A Trust, Child 2B, GC 7, GC 8, GC 10, GC 11 and GC 12 equal to the aggregate redemption amount and FMV of their respective DC Class A Shares.

As a result of the assignment and distribution of the TC Redemption Notes held by DC as described in (a) above, the obligation of each of the TCs under its own note will be extinguished and cancelled.

56. Immediately after the distribution as described in Paragraph 50, but before the formal dissolution of DC, DC will not own or acquire any property or carry on any activity or undertaking.

57. Any dividend refund to which DC becomes entitled as a result of the Proposed Transactions described herein, or any other tax refund as a result of over payment of tax instalments, will be distributed (under the terms of the agreement governing the winding-up of DC) to each of the TCs on a pro rata basis.

Within a reasonable time following the distribution of such tax refund, articles of dissolution will be filed by DC with the appropriate Corporate Registry and upon receipt of a certificate of dissolution, DC will be dissolved.

ADDITIONAL INFORMATION

58. None of the shares of the TCs were acquired by the respective TC shareholders as part of a series of transactions or events that includes the Proposed Transactions.

59. For purposes of the Act, the members of any one of the four families (i.e. the Child 1A family, the Child 2A family, the Child 3 family and the Child 4 family) are not related to, and are dealing at arm’s length with, each member of the other three families.

60. DC does not, and will not, have any voting interest in any of the TCs. Consequently, each of the TCs is not, and will not be, connected with DC under subsection 186(4).

61. Each TC, individually, owns less than 10% of the issued and outstanding voting shares of DC, and, collectively, with persons who are not dealing at arm’s length with such TC, owns less than 50% of the issued and outstanding voting shares of DC. Consequently, DC is not, and will not be, connected with each of the TCs under subsection 186(4).

62. Except as described herein, no property has been or will be acquired by DC, in contemplation of and before the transfer by DC of its properties to each of the TCs as described in Paragraph 50, other than in a transaction described in subparagraphs 55(3.1)(a)(i) to (iv).

63. Neither DC nor any of the TCs has any expectation or intention of disposing of any property owned by it, as part of a series of transactions or events that includes the Proposed Transactions, to a person who is not a related person or to a partnership, subsequent to the Proposed Transactions, other than in the ordinary course of such corporation’s business.

64. None of the TCs or DC is or will be, at any time during a series of transactions or events that includes the Proposed Transactions, a specified financial institution or a restricted financial institution.

65. None of the shares of DC nor any of the shares of any TC (including the shares to be issued as described in the Proposed Transactions) is or will be, at any time during a series of transactions or events that includes the Proposed Transactions:

(a) the subject of any undertaking or agreement that is a guarantee agreement;

(b) the subject of a dividend rental arrangement; or

(c) issued or acquired as part of a series of transactions or events of the type described in subsection 112(2.5).

66. Neither DC nor any of the TCs is or will be, at any time during a series of transactions or events that includes the Proposed Transactions, a corporation described in any of the paragraphs (a) to (f) of the definition of financial intermediary corporation.

67. None of the DC Common Shares is a taxable preferred share or short-term preferred share.

68. Each of DC and the TCs will have the financial capacity to honour, upon presentation for payment, the amount payable under the promissory note issued by it as part of the Proposed Transactions.

PURPOSES OF THE PROPOSED TRANSACTIONS

69. The purpose of the Proposed Transactions is to carry out a divisive reorganization so as to allow the shareholders of DC to own directly, for their respective estate planning purposes, the PubCo class XXXXXXXXXX shares that they currently own indirectly through DC.

70. The purpose for reducing the stated capital of the DC Common Shares to an amount of one dollar, as described in Paragraph 53, and of adding an amount of one dollar to each TC’s stated capital account of the TC Preferred Shares that were issued to DC, as described in Paragraph 52, is an attempt to ensure that each of the TCs and DC’s respective dividend refund under subsection 129(1) and respective Part IV tax liabilities under paragraph 186(1)(a) (all in respect of the winding-up dividend arising on the wind-up of DC, as described in Paragraph 57, and the dividends arising on the redemptions of the TC Preferred Shares of the TCs, as described in Paragraph 54), will approximately be equal to each other.

RULINGS

Provided that the preceding statements constitute a complete and accurate disclosure of all of the relevant facts, proposed transactions and the purposes of the Proposed Transactions, and provided that the Proposed Transactions are undertaken in the manner described above, our rulings are set forth below:

A. Subject to the application of subsection 69(11), the provisions of subsection 85(1) will apply to the transfer by DC of each eligible property to each of the TCs described in Paragraph 50, such that the agreed amount in respect of each transfer of eligible property will be deemed to be the transferor’s proceeds of disposition and the transferee’s cost thereof pursuant to paragraph 85(1)(a).

For greater certainty, paragraph 85(1)(e.2) will not apply to such transfers.

B. On the redemption by each of the TCs of its TC Preferred Shares owned by DC, as described in Paragraph 54, by virtue of paragraphs 84(3)(a) and 84(3)(b), each of the TCs will be deemed to have paid, and DC will be deemed to have received, a taxable dividend at that time equal to the amount, if any, by which the amount paid in respect of the redemption of the TC Preferred Shares issued by each of the TCs exceeds the PUC thereof immediately before the redemption.

C. As a result of the distributions by DC in the course of its winding-up as described in Paragraphs 55(a) and 57, by virtue of subsection 84(2) and paragraph 88(2)(b):

(a) DC will be deemed to have paid a dividend (a “winding-up dividend”) on the DC Common Shares and the DC Class A Shares, as the case may be, equal to the amount by which:

(i) the amount or value of the funds or property distributed on the DC Common Shares and the DC Class A Shares, as the case may be,

exceeds

(ii) the amount, if any, by which the PUC in respect of the DC Common Shares or the DC Class A Shares, as the case may be, is reduced on the distribution, and

(b) each of the TCs will be deemed to have received a dividend equal to that proportion of the winding-up dividend, as described in (a) above, that the number of the DC Common Shares or the DC Class A Shares, as the case may be, held by the particular TC immediately before the distribution is of the number of the DC Common Shares or the DC Class A Shares, as the case may be, issued and outstanding immediately before the distribution, and pursuant to subparagraph 88(2)(b)(iii), such dividend will be deemed to be a taxable dividend.

D. The taxable dividends described in Rulings B and C above:

(a) will be included in the recipient’s income pursuant to subsection 82(1) and paragraph 12(1)(j);

(b) will be deductible by the recipient pursuant to subsection 112(1) in computing its taxable income for the year in which the dividend is deemed to have been received. For greater certainty, such deduction will not be denied by any of subsections 112(2.1), (2.2), (2.3) and (2.4);

(c) will be excluded from the proceeds of disposition of the shares so redeemed or purchased for cancellation, as the case may be, by virtue of paragraph (j) of the definition of “proceeds of disposition” in section 54;

(d) will, by virtue of subsection 112(3), reduce the loss, if any, in respect of the disposition of the shares on which the dividend is deemed to be received;

(e) will not be subject to tax under Part IV.1 or Part VI.1;

(f) will be subject to tax under Part IV; and

(g) will entitle the dividend payer to a dividend refund to the extent provided by subsection 129(1).

E. Subsection 129(1.2) will not apply to deem the taxable dividends referred to in Rulings B and C above not to be taxable dividends.

F. Provided that as part of a series of transactions or events that includes the taxable dividends as described in Rulings B and C above, there is not:

(a) an acquisition of property in circumstances described in paragraph 55(3.1)(a);

(b) a disposition of property in the circumstances described in subparagraph 55(3.1)(b)(i);

(c) an acquisition of control in the circumstances described in subparagraph 55(3.1)(b)(ii);

(d) an acquisition of property in the circumstances described in subparagraph 55(3.1)(b)(iii); or

(e) an acquisition of property in the circumstances described in paragraph 55(3.1)(c) or (d),

which has not been described herein, then by virtue of paragraph 55(3)(b), subsection 55(2) will not apply to the taxable dividends referred to in Rulings B and C above. For greater certainty, subsection 55(3.1) will not apply to deny the exemption under paragraph 55(3)(b).

G. The cancellation of the TC Redemption Notes owing by the TCs, as described in Paragraph 55, will not, in and of itself, result in a forgiven amount, nor will any of the TCs otherwise realize any gain or incur any loss as a result of the cancellation of the TC Redemption Notes.

H. The provisions of subsections 15(1), 56(2), 56(4) and 246(1) will not be applied as a result of the Proposed Transactions, in and by themselves.

I. The provisions of subsection 245(2) will not be applied as a result of the Proposed Transactions, in and by themselves, to redetermine the tax consequences confirmed in the rulings given above.

The above rulings are given subject to the limitations and qualifications set out in Information Circular 70-6R5 dated May 17, 2002 and are binding on the CRA provided that the Proposed Transactions (other than the filing of articles of dissolution of DC as described in Paragraph 57) are completed before XXXXXXXXXX.

The above rulings are based on the law as it presently reads and do not take into account any proposed amendments to the Act and the Regulations which, if enacted into law, could have an effect on the rulings provided above.

COMMENTS

1. Unless otherwise confirmed, nothing in this letter should be construed as implying that the CRA has confirmed, reviewed, made any determination, or accepted any method for the determination in respect of:

(a) the PUC of any share or the ACB or FMV of any property referred to herein;

(b) the balance of CDA, GRIP or RDTOH of any corporation; or

(c) any other tax consequence relating to the facts, Proposed Transactions or any transaction or event taking place either prior to the Proposed Transactions or subsequent to the Proposed Transactions, whether described in this letter or not, other than those specifically described in the rulings given above, including whether any of the Proposed Transactions would also be included in a series of transactions or events that includes other transactions or events that are not described in this letter.

2. Nothing in this letter should be construed as confirmation, express or implied, that, for the purpose of any of the rulings given above, any adjustment to the FMV of the properties transferred and the redemption amount of the shares issued as consideration, whether pursuant to a price adjustment clause or otherwise, will be effective retroactively to the time of the transfer and issuance of shares. In addition, any such adjustment could affect Ruling F above. Furthermore, none of the rulings given in this letter are intended to apply to, or in the event of, the operation of a price adjustment clause, since such adjustment will be due to circumstances that do not constitute proposed transactions that are seriously contemplated. The general position of the CRA with respect to price adjustment clauses is stated in Interpretation Bulletin IT-169.

Yours truly,

XXXXXXXXXX
Section Manager
for Division Director
Reorganizations Division
Income Tax Rulings Directorate
Legislative Policy and Regulatory Affairs Branch