2016 Ruling 2016-0643751R3 - Continuance of a XXXXXXXXXX to a XXXXXXXXXX

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: 1. Will a continuance from one federal act to another federal act result in a disposition of the assets of the continuing corporation? 2. Will the share for share exchanges that occur simultaneously upon continuance result in a deemed disposition to XXXXXXXXXX and shareholders of the continuing corporation? Does subsection 86(1) apply to said share exchanges occurring upon continuance?

Position: 1. No. 2. Yes, for XXXXXXXXXX and Class XXXXXXXXXX shares and No for the Class XXXXXXXXXX shares 3. Yes, for XXXXXXXXXX and Class XXXXXXXXXX shares.

Reasons: 1. Prior positions 2. Prior positions and wording of the legislation 3. Requirements of the provision have been met.

XXXXXXXXXX                                2016-064375

XXXXXXXXXX, 2016

Dear XXXXXXXXXX,

Re: Advance Income Tax Ruling

XXXXXXXXXX (XXXXXXXXXX Taxation Centre, XXXXXXXXXX Tax Services Office)

This is in reply to your letter in which you requested an advance income tax ruling on behalf of XXXXXXXXXX (“Taxpayer”).

We understand that to the best of your knowledge and that of the Taxpayer’s, none of the issues described herein:

(a) is in a previously filed tax return of the Taxpayer or a related person;

(b) is being considered by a tax services office or taxation centre in connection with a previously filed tax return of the Taxpayer or a related person;

(c) is under objection by the Taxpayer or a related person;

(d) is the subject of a current or completed court process involving the Taxpayer or a related person; or

(e) is the subject of a ruling previously considered by the Income Tax Rulings Directorate.

Unless otherwise noted, all references herein to sections or components thereof are references to the Income Tax Act, R.S.C. 1985, c.1 (5th Supp.), as amended, or the Income Tax Regulations, as appropriate, and all references to monetary amounts are in Canadian dollars.

DEFINITIONS

Unless otherwise noted, the following terms have the meanings ascribed to them below:

“Act1” means XXXXXXXXXX;

“Act2” means XXXXXXXXXX;

“Act3” means XXXXXXXXXX;

“ACB” means “adjusted cost base” and has the meaning assigned by section 54;

“ACo” means XXXXXXXXXX;

“arm’s length” has the meaning assigned by subsection 251(1);

XXXXXXXXXX;

“Board of Directors” means the board of directors of the Taxpayer;

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

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

“CCo” means XXXXXXXXXX and it is the sole owner of all the issued and outstanding Class XXXXXXXXXX shares of the Taxpayer which it holds as capital property, XXXXXXXXXX;

“Class XXXXXXXXXX Preferred shares” means the Class XXXXXXXXXX Preferred shares of the Taxpayer described in Paragraph 12;

“Class XXXXXXXXXX shares” means both series of Class XXXXXXXXXX shares of the Taxpayer described in Paragraph 5;

XXXXXXXXXX;

“Class XXXXXXXXXX Preferred shares” means the Class XXXXXXXXXX Preferred shares of the Taxpayer described in Paragraph 12;

“Class XXXXXXXXXX shares” means the Class XXXXXXXXXX shares of the Taxpayer described in Paragraph 5;

“Class XXXXXXXXXX shares” means the Class XXXXXXXXXX shares of the Taxpayer described in Paragraph 5;

“Class XXXXXXXXXX shares” means the Class XXXXXXXXXX shares of the Taxpayer described in Paragraph 5;

“Common shares” means the Common shares of the Taxpayer described in Paragraph 12;

“continuance” means the Taxpayer continuing its existence and operations under Act1 as a XXXXXXXXXX;

“CRA” means the Canada Revenue Agency;

XXXXXXXXXX;

“DCo” means XXXXXXXXXX;

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

“effective date of continuance” is the date that the Taxpayer continues as a XXXXXXXXXX under Act1 as stated on the letters patent issued by the Minister, which is expected to be at XXXXXXXXXX;

XXXXXXXXXX;

XXXXXXXXXX;

“FMV” means “fair market value”, being the highest price available in an open and unrestricted market between informed prudent parties acting at arm’s length and without compulsion to act, expressed in terms of cash;

XXXXXXXXXX;

XXXXXXXXXX;

XXXXXXXXXX;

“Minister” means the XXXXXXXXXX;

XXXXXXXXXX;

“Paragraph” refers to a numbered paragraph in this letter;

XXXXXXXXXX;

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

“Proposed by-laws” means the by-laws of the Taxpayer that are in accordance with Act1, and will be adopted on the effective date of continuance;

“Proposed Transactions” means the transactions described in the Proposed Transactions section of this letter;

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

“related” has the meaning assigned by subsection 251(2);

XXXXXXXXXX;

“Shareholders” refers to persons owning shares of the Taxpayer, and consist only of XXXXXXXXXX;

“Stated Capital Account” refers to the amount of stated capital reported in an account that a corporation is required to maintain for each class of shares that it issues in accordance with the provisions of Act1 and Act2; and

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

FACTS

1. The Taxpayer was previously governed by Act3, and it was continued under Act2 on XXXXXXXXXX. On XXXXXXXXXX, ACo transferred its XXXXXXXXXX business to the Taxpayer. Currently, the Taxpayer provides XXXXXXXXXX to XXXXXXXXXX, commercial and retail customers.

2. The Taxpayer is a XXXXXXXXXX taxable Canadian corporation, a Canadian-controlled private corporation, XXXXXXXXXX. The Taxpayer is federally regulated by the XXXXXXXXXX.

3. The Taxpayer’s taxation year-end is XXXXXXXXXX.

4. The authorized share capital of the Taxpayer consists of an unlimited number of Class XXXXXXXXXX shares, Class XXXXXXXXXX shares, Class XXXXXXXXXX shares and XXXXXXXXXX shares, as well as XXXXXXXXXX Class XXXXXXXXXX shares. As of the date of this letter, the following shares of the capital stock of the Taxpayer were issued and outstanding:

(a) XXXXXXXXXX Class XXXXXXXXXX- Series 1 shares, most of which were issued at $XXXXXXXXXX per share (those not issued at that price were issued for either $XXXXXXXXXX per share or $XXXXXXXXXX per share);

(b) XXXXXXXXXX Class XXXXXXXXXX- Series 2 shares, each of which was issued at $XXXXXXXXXX;

(c) XXXXXXXXXX Class XXXXXXXXXX shares, each of which was issued at $XXXXXXXXXX;

(d) XXXXXXXXXX Class XXXXXXXXXX- Series 1 shares, each of which was issued at $XXXXXXXXXX; and

(e) XXXXXXXXXX shares, each of which was issued at $XXXXXXXXXX.

5. The following summarizes the rights, privileges, restrictions and conditions attached to the authorized shares of the Taxpayer:

The Class XXXXXXXXXX shares- Series 1 may only be issued to XXXXXXXXXX. The Class XXXXXXXXXX shares- Series 2, may only be issued to ACo or an affiliate thereof. All Class XXXXXXXXXX Shareholders are entitled to receive dividends as declared by the Board of Directors. The holder of a Class XXXXXXXXXX share may only transfer the Class XXXXXXXXXX share to XXXXXXXXXX. The Class XXXXXXXXXX Shareholders shall not vote at meetings of the Taxpayer; however they may vote on certain special resolutions. Furthermore, subject to Act2, the holders of the Class XXXXXXXXXX shares have no right of conversion, exchange or substitution, nor any right of redemption, retraction or purchase for cancellation. On the dissolution of the Taxpayer, subject to the rights of the holders of Class XXXXXXXXXX, Class XXXXXXXXXX and Class XXXXXXXXXX shares, the holders of the Class XXXXXXXXXX shares share equally in the XXXXXXXXXX in priority to any amounts to be paid to the holders of XXXXXXXXXX shares.

The Class XXXXXXXXXX shares are entitled to a fixed non-cumulative annual dividend of $XXXXXXXXXX per share in priority to any dividend on the Class XXXXXXXXXX shares and XXXXXXXXXX shares, but subject to the rights of the Class XXXXXXXXXX and Class XXXXXXXXXX shares. The holder of the Class XXXXXXXXXX shares is not entitled to vote at meetings of the Taxpayer, except as provided under Act2. The holder of the Class XXXXXXXXXX shares is entitled to appoint one (1) director to the Board of Directors and subject to Act2, the holder of the Class XXXXXXXXXX shares has no right of conversion, exchange, redemption, substitution, retraction or purchase for cancellation.

The Class XXXXXXXXXX shares may only be owned by ACo and DCo, and are entitled to dividends as declared by the Board of Directors, in priority to all other classes of shares, except the Class XXXXXXXXXX shares. The holders of Class XXXXXXXXXX shares cannot vote at meetings of the Taxpayer; however they may vote on certain special resolutions. On the liquidation, dissolution or winding-up of the Taxpayer, subject to the rights of the Class XXXXXXXXXX shareholders, the holders of Class XXXXXXXXXX shares shall be entitled to receive $XXXXXXXXXX per Class XXXXXXXXXX share, plus any declared and unpaid dividends.

The Class XXXXXXXXXX shares may be issued at any time, in series. The Class XXXXXXXXXX shares rank in priority to all other classes of shares with respect to dividends and the distribution of assets in the event of a liquidation, dissolution or winding-up of the Taxpayer, but all series rank in parity. The holders of Class XXXXXXXXXX shares are not entitled to vote at meetings of the Taxpayer, except as provided under Act2. The Class XXXXXXXXXX-Series 1 shares are entitled to a quarterly, non-cumulative dividend of $XXXXXXXXXX per Class XXXXXXXXXX share-Series 1 for the initial XXXXXXXXXX years. Upon expiration of the initial XXXXXXXXXX period, and every XXXXXXXXXX period thereafter, the annual dividend rate will reset to an amount equal to the XXXXXXXXXX Government of Canada bond yield plus XXXXXXXXXX%. All Class XXXXXXXXXX-Series 1 shares were issued at $XXXXXXXXXX per share and the initial offering was on XXXXXXXXXX. The Class XXXXXXXXXX-Series 1 shares are redeemable at $XXXXXXXXXX per share after the initial XXXXXXXXXX period, subject to the approval of XXXXXXXXXX and the requirements of Act2. Should one of the XXXXXXXXXX trigger events occur, as set out in the XXXXXXXXXX, the Class XXXXXXXXXX-Series 1 shares will be immediately cancelled for no consideration and the Stated Capital Account of the Class XXXXXXXXXX- Series 1 shares will immediately be reduced to XXXXXXXXXX. These share terms may be amended with the approval of the Class XXXXXXXXXX Shareholders.

The XXXXXXXXXX shares may be issued to persons determined by the Board of Directors for $XXXXXXXXXX each. The shares may only be transferred or redeemed with approval of the Board of Directors, and the redemption amount is $XXXXXXXXXX for each share. Voting privileges are limited to one vote per XXXXXXXXXX, regardless of the number of XXXXXXXXXX shares owned. The holders are entitled to receive dividends when declared and paid, and subject to the rights of all other shares, the holders are entitled to the residual property of the Taxpayer on dissolution. Upon continuance of the Taxpayer as a XXXXXXXXXX under Act1, each XXXXXXXXXX share shall automatically convert into one Common share immediately upon the effective date of continuance.

6. All XXXXXXXXXX Class XXXXXXXXXX shares issued by the Taxpayer were purchased by the Taxpayer for cancellation at $XXXXXXXXXX per share on XXXXXXXXXX to simplify the capital structure in anticipation of the continuance.

7. Pursuant to Act2, no one controls the Taxpayer.

8. The Taxpayer and CCo entered into an agreement, whereby the Taxpayer agreed to purchase from CCo XXXXXXXXXX Class XXXXXXXXXX shares for cash proceeds of $XXXXXXXXXX and to convert XXXXXXXXXX Class XXXXXXXXXX shares for XXXXXXXXXX Class XXXXXXXXXX- Series 1 shares of the Taxpayer immediately before the effective date of continuance.

9. The Board of Directors called a special meeting of XXXXXXXXXX and Shareholders on XXXXXXXXXX in accordance with XXXXXXXXXX of Act2 to recommend and put forward the following resolutions:

(a) To authorize the Board of Directors to make an application to the Minister for the continuance;

(b) To approve the Proposed by-laws of the Taxpayer, which will be adopted by the Taxpayer on the effective date of continuance;

(c) To approve the re-designation and exchange of the Class XXXXXXXXXX shares and XXXXXXXXXX shares as Common shares, effective immediately upon continuance;

(d) To approve the re-designation and exchange of the Class XXXXXXXXXX shares as Class XXXXXXXXXX Preferred shares effective immediately upon continuance;

(e) To approve the increase of the authorized share capital of the Taxpayer by creating Class XXXXXXXXXX Preferred shares effective immediately upon continuance;

(f) To amend the existing by-laws of the Taxpayer so that each XXXXXXXXXX share is automatically converted into one Common share on the effective date of continuance; and

(g) To amend the existing by-laws of the Taxpayer to ensure such by-laws are in compliance with Act2, prior to the application for continuance.

10. The resolutions presented at the special meeting on XXXXXXXXXX were unanimously approved by XXXXXXXXXX and Shareholders and the changes to the Taxpayer’s existing by-laws became effective at that time and are reflected in the share descriptions in Paragraph 5.

PROPOSED TRANSACTIONS

11. Immediately prior to the effective date of continuance, the Taxpayer will purchase for cancellation from CCo the remaining XXXXXXXXXX Class XXXXXXXXXX shares for an aggregate purchase price equal to $XXXXXXXXXX paid in cash, which is equal to the FMV of those shares at that time.

Immediately prior to the effective date of continuance, XXXXXXXXXX Class XXXXXXXXXX shares held by CCo will be converted into XXXXXXXXXX Class XXXXXXXXXX shares- Series 1 having an equal aggregate FMV at that time, such that the FMV of the XXXXXXXXXX Class XXXXXXXXXX shares held by CCo immediately before the conversion will equal the FMV of the XXXXXXXXXX Class XXXXXXXXXX shares- Series 1 immediately after the conversion. CCo does not desire to confer a benefit on a person related to CCo.

The conversion of the Class XXXXXXXXXX shares into Class XXXXXXXXXX shares-Series1 and the purchase for cancellation of the Class XXXXXXXXXX shares are being effected by the agreement described in Paragraph 8 and has been approved by XXXXXXXXXX and will be executed in accordance with Act2.

12. The Taxpayer made an application to the Minister for letters patent continuing as a XXXXXXXXXX under Act1 in accordance with XXXXXXXXXX Act1 and XXXXXXXXXX Act2. This application includes the Proposed by-laws. Included in the Proposed by-laws are the authorized classes of shares of the Taxpayer as a XXXXXXXXXX, including an unlimited number of Common shares, an unlimited number of Class XXXXXXXXXX Preferred shares and an unlimited number of Class XXXXXXXXXX Preferred shares. These shares have the rights, privileges, restrictions and conditions as described below.

The Common shares will have the following terms and conditions attached thereto:

• Non-redeemable, without par value, entitling the holder to one vote per share as well as to dividends as declared by the Board of Directors and to the remaining property of the Taxpayer on dissolution. Common shares are only issuable to XXXXXXXXXX, unless the Board of Directors determines that it is necessary or desirable to raise additional Common share equity from other persons, in which case a special meeting of holders of Common shares will be called seeking the approval of at least XXXXXXXXXX of the holders of Common shares to issue Common shares to other persons. At this special meeting, no shareholder will be permitted to vote more than XXXXXXXXXX% of the outstanding Common shares of the Taxpayer. The transfer of the Common shares is also restricted to XXXXXXXXXX. These restrictions would cease to apply in certain circumstances.

The Class XXXXXXXXXX Preferred shares will have the same terms and conditions as the Class XXXXXXXXXX-Series 1 shares, with one additional term enabling the Taxpayer to elect under XXXXXXXXXX to pay XXXXXXXXXX tax in respect of these shares, such that the corporate shareholders will not be required to pay the Part IV.1 tax in respect of any dividends received on these shares.

The Class XXXXXXXXXX Preferred shares will have the following terms and conditions attached thereto:

• Non-voting, to be issued in one or more series, at any time and from time to time. Before issuance, the Board of Directors will determine the specific rights, privileges, restrictions and conditions attributable thereto, subject to Act1 and the Proposed by-laws. The Class XXXXXXXXXX Preferred shares will rank junior only to the Class XXXXXXXXXX Preferred shares with respect to dividends and return of capital, and on a liquidation, dissolution or winding-up of the Taxpayer.

The XXXXXXXXXX shares, Class XXXXXXXXXX shares, Class XXXXXXXXXX shares, Class XXXXXXXXXX shares and Class XXXXXXXXXX shares will not form part of the Taxpayer’s authorized share capital under the Proposed by-laws.

13. Once the Minister approves the Taxpayer’s application it will issue letters patent to the Taxpayer continuing it as a XXXXXXXXXX under Act1 on the date set out in the letters patent, and the letters patent will be deemed to be the incorporating instrument of the Taxpayer on the continuance.

Simultaneously upon continuance: (i) the Proposed by-laws will be adopted by the Taxpayer, (ii) each XXXXXXXXXX share and each Class XXXXXXXXXX share will be exchanged for a Common share, (iii) each Class XXXXXXXXXX share will be exchanged for a Class XXXXXXXXXX Preferred share and (iv) all XXXXXXXXXX shares, Class XXXXXXXXXX shares, and Class XXXXXXXXXX shares will be cancelled.

The following table illustrates the shareholdings of the Taxpayer immediately before and on the effective date of continuance:

Shares surrendered                              Shares received
XX shares                                       XX Common shares
XX Class XX shares (Series 1 and Series 2)      XX Common shares
XX Class XX shares (Series 1)                   XX Class XX Preferred
       shares (Series 1)

The FMV of each Class XXXXXXXXXX-Series 1 share immediately before the effective date of continuance will equal the FMV of each Class XXXXXXXXXX Preferred share-Series 1 at the effective date of continuance. The FMV of each XXXXXXXXXX share immediately before the effective date of continuance will equal the FMV of each Common share at the effective date of continuance. The FMV of each Class XXXXXXXXXX share immediately before the effective date of continuance will equal the FMV of each Common share at the effective date of continuance.

14. For clarity, no Class XXXXXXXXXX Preferred shares will be issued and outstanding at the effective date of continuance.

ADDITIONAL REPRESENTATIONS OF THE TAXPAYER

15. The Proposed Transactions will not result in an increase or decrease in the FMV of the shares that XXXXXXXXXX and the Shareholders hold in the Taxpayer, and for clarity, no XXXXXXXXXX or Shareholder nor the Taxpayer, desires to confer a benefit on any other person as a result of the Proposed Transactions.

16. The Shareholders’ rights, privileges, restrictions and conditions under Act1 are identical to those under Act2.

17. The Proposed Transactions will result in an acquisition of control of the Taxpayer on the effective date of continuance because ACo will acquire voting control of the Taxpayer at that time.

18. XXXXXXXXXX.

PURPOSES OF THE PROPOSED TRANSACTIONS

19. The Taxpayer recently reviewed its corporate legal structure to determine how to best achieve its long term objectives as a XXXXXXXXXX serving the XXXXXXXXXX. After considering several options, the review concluded that the system and XXXXXXXXXX would be better served by the Taxpayer continuing as a XXXXXXXXXX under Act1 rather than remaining a XXXXXXXXXX under Act2. The Taxpayer would have the capacity to expand the XXXXXXXXXX it currently provides for XXXXXXXXXX across Canada XXXXXXXXXX. The Taxpayer is proposing to become a XXXXXXXXXX because:

• XXXXXXXXXX.
• There will be an increase in the market recognition of the Taxpayer’s role by key players in the XXXXXXXXXX markets and potential counterparties since a XXXXXXXXXX.
• The costs and administrative burden that the Taxpayer bears as the XXXXXXXXXX under Act2 would be minimized. As a XXXXXXXXXX, the Taxpayer would leverage off of work done by other XXXXXXXXXX with respect to compliance with new rules and regulations.
• The cost incurred to maintain licensing in all provincial jurisdictions would be eliminated.
• The Taxpayer’s corporate governance structure can improve.

20. CCo and the Taxpayer, who are dealing at arm’s length and acting in good faith, entered into the agreement described in Paragraph 8 to enter into the Proposed Transaction described in Paragraph 11 in order to simplify the Taxpayer’s share structure in anticipation of the continuance, and because of the restrictions on the Class XXXXXXXXXX shares stipulated in the existing by-laws of the Taxpayer.

RULINGS GIVEN

Provided that the preceding statements constitute a complete and accurate disclosure of all of the relevant facts, proposed transactions, additional representations of the Taxpayer, and purposes of the Proposed Transactions and provided that the Proposed Transactions are completed in the manner described above:

A. The provisions of subsection 51(1) will apply, and the provisions of subsection 51(2) will not apply to the exchange by CCo of its XXXXXXXXXX Class XXXXXXXXXX shares for XXXXXXXXXX Class XXXXXXXXXX- Series 1 shares as described in Paragraph 11 above, provided that:

(a) CCo holds its Class XXXXXXXXXX shares as capital property, and

(b) CCo and the Taxpayer do not file an election under subsections 85(1) or 85(2), in respect of the exchange;

such that

(c) the exchange is deemed not to be a disposition of the XXXXXXXXXX Class XXXXXXXXXX shares; and

(d) the cost to CCo of the XXXXXXXXXX Class XXXXXXXXXX-Series 1 shares acquired by CCo will be deemed to be the ACB to CCo of the XXXXXXXXXX Class XXXXXXXXXX shares.

B. The continuance of the Taxpayer from a XXXXXXXXXX under Act2 to a XXXXXXXXXX under Act1, as described in Paragraph 13 above, will not, in and of itself, result in a disposition or deemed disposition of the assets of the Taxpayer.

C. The provisions of subsection 86(1) will apply, and the provisions of subsection 86(2) will not apply to the disposition of the Class XXXXXXXXXX shares and XXXXXXXXXX shares in exchange for the Common shares as described in Paragraph 13, provided that:

(a) the Shareholder holds its Class XXXXXXXXXX share(s) and XXXXXXXXXX share(s) as capital property; and

(b) the Shareholder and the Taxpayer do not file an election under subsection 85(1) or (2) in respect of the exchange;

such that

(c) pursuant to paragraph 86(1)(b), the cost to the Shareholder of the Common shares received on the share exchange will be deemed to be equal to the aggregate ACB of the Class XXXXXXXXXX shares and/or XXXXXXXXXX shares of the Taxpayer owned by the Shareholder, as the case may be, immediately before the exchange; and

(d) pursuant to paragraph 86(1)(c), the Shareholders will be deemed to have disposed of the Class XXXXXXXXXX shares and/or XXXXXXXXXX shares for aggregate proceeds of disposition equal to the aggregate cost of the Common shares received by the Shareholders as determined in (c) above.

D. The exchange of the Class XXXXXXXXXX shares for the Class XXXXXXXXXX Preferred shares that occurs upon the continuance, as described in Paragraph 13, will not, in and of itself, result in a disposition or a deemed disposition of the Class XXXXXXXXXX shares by the Class XXXXXXXXXX Shareholders.

The above rulings are given subject to the limitations and qualifications set out in Information Circular 70-6R7 dated April 22, 2016 and are binding on the CRA provided that the Proposed Transactions are completed within six months of the date of this letter, unless otherwise specified.

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, could have an effect on the rulings provided herein.

OTHER COMMENTS

Unless otherwise confirmed in the above rulings, nothing in this letter should be construed as implying that the CRA has confirmed, reviewed or has made any determination in respect of:

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

(b) that any person or individuals described herein deal, or do not deal, with any other person or individuals at arm’s length;

(c) the application or non-application of subsections 84(1), 84(3) and 86(2.1); and

(d) 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.

An invoice for our fees in connection with this ruling request will be forwarded to you under separate cover.

Yours truly,

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