2096 Ruling 9524003 - 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.

Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the Department.

Prenez note que ce document, bien qu'exact au moment émis, peut ne pas représenter la position actuelle du ministère.

XXXXXXXXXX 952400

Attention: XXXXXXXXXX

XXXXXXXXXX, 1996

Dear Sirs:

Re: XXXXXXXXXX
Advance Income Tax Ruling

This is in reply to your letter dated XXXXXXXXXX in which you requested an advance income tax ruling on behalf of XXXXXXXXXX In your letter of October 10, 1995 and various telephone conversations (XXXXXXXXXX) you informed us of additional information in respect of, and amendments to, the facts and proposed transactions described in your original letter.

To the best of your knowledge, and that of the taxpayers involved, none of the issues contained herein is being considered by a tax services office or a taxation centre in connection with any tax return already filed and none of the issues is under objection or appeal.

Our understanding of the relevant facts, proposed transactions and purpose of the proposed transactions is as follows:

Definitions

In this letter, the following terms have the meanings specified:

(a)Unless otherwise indicated, all references to statute are to the Income Tax Act (the "Act");

(b)"adjusted cost base", "capital property", "eligible capital property" and "proceeds of disposition" have the meanings assigned by section 54 of the Act;

(c)"Canadian-controlled private corporation" ("CCPC") and "specified investment business" have the meanings assigned by subsection 125(7) of the Act;

(d)"capital dividend account", "paid-up capital", "private corporation", "public corporation" and "taxable Canadian corporation" ("TCC") have the meanings assigned by subsection 89(1) of the Act;

(d)"cost amount", "fiscal period" and "specified financial institution" ("SFI") have the meanings assigned by subsection 248(1) of the Act;

(e)"depreciable property" and "undepreciated capital cost" have the meanings assigned by subsection 13(21) of the Act;

(f)"eligible property" has the meaning assigned by subsection 85(1.1) of the Act;

(g)"refundable dividend tax on hand" ("RDTOH") has the meaning assigned by subsection 129(3) of the Act; and

(h)"related persons" has the meaning assigned by subsection 251(2) of the Act.

Facts

XXXXXXXXXX was incorporated under the laws of Canada on XXXXXXXXXX The name was changed pursuant to Articles of Amendment dated XXXXXXXXXX is a TCC and a CCPC which carries on the business of owning and renting a commercial XXXXXXXXXX located in XXXXXXXXXX

The authorized share capital of XXXXXXXXXX includes an unlimited number of voting Class "A" common shares and an unlimited number of Class "B", "C", "D", "E" and "F" preferred shares.

The issued and outstanding share capital of

XXXXXXXXXX

The common shares of XXXXXXXXXX represent capital property to the holders thereof.

XXXXXXXXXX was formed pursuant to Articles of Amalgamation dated XXXXXXXXXX and is a TCC and a public corporation.

XXXXXXXXXX is a TCC and a private corporation.

XXXXXXXXXX

XXXXXXXXXX are not related persons for purposes of the Act.

The assets of XXXXXXXXXX consist of the following:

(a)cash on hand and other near cash assets, including accounts receivable arising from the normal course of operations and loans to an affiliated company; and

(b)fixed business assets including the land, building and parking lot comprising the XXXXXXXXXX adjacent undeveloped land as well as two other buildings having a value of no more than $XXXXXXXXXX in the aggregate, as well as other depreciable equipment.

The assets described in (b) above are collectively referred to in this letter as the "Business Assets". The Business Assets represent capital property to XXXXXXXXXX.

The estimated fair market value of each of the Business Assets described in (b) above exceeds the cost amount thereof. The aggregate estimated fair market value of all of the Business Assets described in (b) above exceeds the mortgage payable with respect to the XXXXXXXXXX portion of the Business Assets.

The liabilities of XXXXXXXXXX consist of bank indebtedness, accounts payable and accrued liabilities, loans from affiliated companies and a mortgage secured by the XXXXXXXXXX.

XXXXXXXXXX currently has no RDTOH and it is not expected that it will have any RDTOH at the end of its taxation year in which the proposed transactions are implemented. The balance in XXXXXXXXXX capital dividend account is $XXXXXXXXXX.

Proposed Transactions

Each of XXXXXXXXXX will incorporate a new corporation pursuant to the Canada Business Corporations Act (the "CBCA"). For the purposes of this letter these new corporations will be referred to as XXXXXXXXXX respectively. XXXXXXXXXX will be a TCC which is neither a public corporation nor a private corporation, while XXXXXXXXXX will be a CCPC and a TCC.

The authorized share capital of XXXXXXXXXX and XXXXXXXXXX will include a class of voting common shares and various classes of preferred shares, including a class of voting, no par value preferred shares which are redeemable and retractible for an amount equal to the fair market value of the consideration for which they are issued (hereinafter referred to as the "XXXXXXXXXX Retractible Preferred Shares" and the "XXXXXXXXXX Retractible Preferred Shares" and together the "Retractible Preferred Shares").

XXXXXXXXXX

Immediately before the transfers of property described in paragraph 11 below, the property of XXXXXXXXXX will be classified into three types of property for the purposes of the definition of "distribution" in subsection 55(1) of the Act, as follows:

(a)cash or near cash property, comprising all of the current assets of XXXXXXXXXX, including any cash, deposits, marketable securities, accounts receivable, inventory and rights arising from prepaid expenses (hereinafter referred to as "Prepaid expenses");

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

(c) business property, comprising all of the assets of XXXXXXXXXX, other than cash or near cash property, any income from which would be income from a business (other than a specified investment business).

Immediately before the transfers described in paragraph 11 below, XXXXXXXXXX will not own any property which would be classified as investment property as described in (b) above.

For greater certainty, any tax accounts, such as the balance of any refundable dividend tax on hand or capital dividend account of XXXXXXXXXX, will not be considered to be property of XXXXXXXXXX for purposes of the proposed transactions described herein.

Immediately following the determination of the fair market value of its properties, as described in paragraph 10 above, XXXXXXXXXX will transfer

(a) XXXXXXXXXX% of its cash or near cash property and an undivided XXXXXXXXXX% interest in each other property owned by it to XXXXXXXXXX and

(b)XXXXXXXXXX% of its cash or near cash property and an undivided XXXXXXXXXX% interest in each other property owned by it to XXXXXXXXXX

such that the fair market value of each type of property of XXXXXXXXXX to be transferred to each transferee will be equal to that proportion of the fair market value of all that type of property of XXXXXXXXXX, determined immediately before the transfer referred to herein, that:

(c)the fair market value, immediately before the transfer, of all shares of the capital stock of XXXXXXXXXX owned by XXXXXXXXXX as the case may be,

is of

(d)the fair market value, immediately before the transfer, of all the issued shares of the capital stock of XXXXXXXXXX.

As consideration for the property transferred to it, each of XXXXXXXXXX will assume its proportionate share (determined in accordance with the formula referred to in (c) and (d) above) of the mortgage and each of the other liabilities of XXXXXXXXXX In addition, each of XXXXXXXXXX will issue to XXXXXXXXXX that number of its Retractible Preferred Shares having a fair market value and aggregate redemption amount equal to the amount by which the fair market value of the assets transferred to each transferee exceeds the fair market value of the liabilities assumed by it.

The XXXXXXXXXX Retractible Preferred Shares issued to XXXXXXXXXX will be entitled to more than XXXXXXXXXX% (but less than XXXXXXXXXX%) of the voting rights under all circumstances in respect of the issued share capital of XXXXXXXXXX and will represent more than XXXXXXXXXX% of the fair market value of all of the issued share capital of XXXXXXXXXX such that XXXXXXXXXX will be connected with XXXXXXXXXX pursuant to paragraph 186(4)(b) of the Act.

For the purposes of subsection 191(4) of the Act, the terms and conditions of the XXXXXXXXXX Retractible Preferred Shares to be issued as described herein will specify an amount in respect of each such share, including an amount for which the share is to be redeemed, acquired or cancelled. The amount to be specified in respect of the XXXXXXXXXX Retractible Preferred Shares, at the time of their issuance by a resolution to be made by the board of directors of XXXXXXXXXX will be expressed as a dollar amount, will not be determined by a formula and will not exceed the fair market value of the property to be received by XXXXXXXXXX as consideration for such shares. The agreement between XXXXXXXXXX pursuant to which the XXXXXXXXXX Retractible Preferred Shares will be issued will also refer to the redemption price as a dollar amount.

For any asset (other than cash) transferred in paragraph 11 above which is an eligible property, XXXXXXXXXX will each jointly elect, in prescribed form and within the time referred to in subsection 85(6) of the Act, to have the rules in subsection 85(1) of the Act apply to such transfer so that the amount agreed upon in their election will not be less than:

(a)in the case of capital property (other than depreciable property of a prescribed class) an amount equal to the lesser of the amounts described in subparagraphs 85(1)(c.1)(i) and (ii) of the Act,

(b)in the case of depreciable property of a prescribed class, an amount equal to the least of the amounts described in subparagraphs 85(1)(e)(i) to (iii) of the Act, and

(c)in the case of eligible capital property, an amount equal to the least of the amounts described in subparagraphs 85(1)(d)(i) to (iii) of the Act.

In addition, in respect of each eligible property included in such election the amount agreed upon in such election will not be greater than the fair market value, at the time of the disposition, of such property, nor will it be less than the aggregate of the fair market value of any liability assumed as consideration for such property.

The amount to be added to the stated capital in respect of the XXXXXXXXXX Retractible Preferred shares and the XXXXXXXXXX Retractible Preferred Shares that will be issued to XXXXXXXXXX as described in paragraph 11 above, will not exceed the cost (as determined under subsection 85(1) of the Act, where applicable) of the property transferred to such transferee, as described in paragraph 11 above, less the amount of the liabilities assumed as consideration by such transferee for such transfers.

XXXXXXXXXX

XXXXXXXXXX will then redeem its Retractible Preferred Shares held by XXXXXXXXXX for consideration consisting of two demand promissory notes (the "First XXXXXXXXXX Note" and the "Second XXXXXXXXXX Note") payable to XXXXXXXXXX and having an aggregate principal amount and fair market value equal to the aggregate redemption amount of its Retractible Preferred Shares so redeemed. XXXXXXXXXX will accept such notes as full payment for the redemption amount of the XXXXXXXXXX Retractible Preferred Shares.

XXXXXXXXXX will then redeem its Retractible Preferred Shares held by XXXXXXXXXX for consideration consisting of two demand promissory notes (the "First XXXXXXXXXX Note" and the "Second XXXXXXXXXX Note") payable to XXXXXXXXXX and having an aggregate principal amount and fair market value equal to the aggregate redemption amount of its Retractible Preferred Shares so redeemed. XXXXXXXXXX will accept such notes as full payment for the redemption amount of the XXXXXXXXXX Retractible Preferred Shares.

XXXXXXXXXX will purchase for cancellation a proportional number of its Class "A" common shares held by each of XXXXXXXXXX such that the aggregate amount of the deemed dividends arising pursuant to subsection 84(2) of the Act on the purchases for cancellation will not exceed the balance of XXXXXXXXXX capital dividend account at that time. As consideration for the purchase price, XXXXXXXXXX will assign the First XXXXXXXXXX Note to XXXXXXXXXX and the First XXXXXXXXXX Note to XXXXXXXXXX The First XXXXXXXXXX Note and the First XXXXXXXXXX Note will have a fair market value and principal amount equal to the fair market value of the common shares of XXXXXXXXXX held by XXXXXXXXXX as the case may be, that are purchased for cancellation as described herein. Each of XXXXXXXXXX will accept the First XXXXXXXXXX Note and the First XXXXXXXXXX Note, respectively, as full payment of the purchase price. The repurchases from XXXXXXXXXX will occur simultaneously. Immediately before the purchase of its common shares for cancellation as described herein, XXXXXXXXXX will file an election pursuant to subsection 83(2) of the Act with respect to the full amount of the deemed dividends arising on the purchases for cancellation described herein.

Immediately following XXXXXXXXXX purchase for cancellation of its Class "A" common shares as described in paragraph 16 above, XXXXXXXXXX will purchase for cancellation the balance of its outstanding Class "A" common shares held by XXXXXXXXXX for an amount equal to their fair market value. XXXXXXXXXX will pay the purchase price for such shares by the assignment of the Second XXXXXXXXXX Note to XXXXXXXXXX and the Second XXXXXXXXXX Note to XXXXXXXXXX Each of XXXXXXXXXX will accept the Second XXXXXXXXXX Note and the Second XXXXXXXXXX Note, respectively, as full payment of the purchase price. The repurchases from XXXXXXXXXX will occur simultaneously.

XXXXXXXXXX will cause XXXXXXXXXX respectively, to be wound up pursuant to the provisions of the CBCA. As the result of such windings-up, the assets and liabilities of XXXXXXXXXX (other than the First XXXXXXXXXX Note and the Second XXXXXXXXXX Note) and XXXXXXXXXX (other than the First XXXXXXXXXX Note and the Second XXXXXXXXXX Note) will become assets and liabilities of XXXXXXXXXX respectively.

Each of XXXXXXXXXX will elect, in prescribed form and within the time referred to in paragraph 80.01(4)(c) of the Act, to have the rules in subsection 80.01(4) of the Act apply with respect to the settlement of the First XXXXXXXXXX Note, the Second XXXXXXXXXX Note, the First XXXXXXXXXX Note and the Second XXXXXXXXXX Note upon the winding up of XXXXXXXXXX as the case may be.

Each of XXXXXXXXXX will apply to Consumer and Corporate Affairs Canada for Certificate and Articles of Dissolution for each of XXXXXXXXXX respectively.

XXXXXXXXXX (herein referred to as the "co-owners") will thereafter lease at fair market value the Business Assets described in paragraph 6(b) above, which were transferred to them as described in paragraphs 11 and 18 above, to XXXXXXXXXX under a head lease. XXXXXXXXXX will use these Business Assets to carry on the business of operating the XXXXXXXXXX

The co-owners will enter into a co-ownership agreement to regulate their business relationship inter se, and will also enter into an agency agreement which will provide that XXXXXXXXXX will act as the prête-nom for the co-owners with respect to ownership of the real estate. Specifically, XXXXXXXXXX will remain as registered owner of the real estate for and on account of the co-owners.

Additional Information

(a)No liabilities have been or will be incurred by, and no assets have been or will be acquired by or disposed of by, XXXXXXXXXX in contemplation of the proposed transactions described herein.

(b)Except as described in this letter, no property which was indirectly transferred to XXXXXXXXXX will, in the course of the proposed reorganization referred to herein, be transferred to any other person.

(a)None of the shares of XXXXXXXXXX has been or will be issued or acquired as part of a transaction or a series of transactions or events of the type described in subsection 112(2.5) of the Act;

(b)None of XXXXXXXXXX is an SFI; and

(c)None of the shares of XXXXXXXXXX has been or will be subject to a guarantee agreement, within the meaning referred to in subsection 112(2.2) of the Act, that is given by a SFI or a specified person in relation to any such institution, for any of the purposes described in that subsection.

Neither XXXXXXXXXX has acquired any shares of XXXXXXXXXX in contemplation of the proposed transactions described in this letter.

No person or group of persons has acquired control of XXXXXXXXXX in contemplation of the proposed transactions described in this letter.

Purpose of the Proposed Transactions

The purpose of the proposed transactions is to distribute the property of XXXXXXXXXX rateably to its corporate shareholders in order for XXXXXXXXXX to separate their respective interests in such assets. It is the intention of the corporate shareholders to complete the proposed transactions so that each one of them will receive their share of the cash and near cash property of XXXXXXXXXX and that each of them will own an undivided interest in each asset constituting the Business Assets of XXXXXXXXXX.

Rulings Given

Provided that the preceding statements constitute a complete and accurate disclosure of all the relevant facts, proposed transactions, additional information and the purpose of the proposed transactions, and provided that the proposed transactions are completed in the manner described above, our rulings are as follows:

Subject to the application of subsection 69(11) of the Act, the provisions of subsection 85(1) of the Act, other than paragraph 85(1)(e.2) thereof, will apply to the transfer of each eligible property from XXXXXXXXXX to XXXXXXXXXX as described in paragraph 11 above, such that the agreed amount in respect of each such property will be deemed to be the proceeds of disposition thereof to XXXXXXXXXX and the cost thereof to XXXXXXXXXX by virtue of paragraph 85(1)(a) of the Act.

For purposes of this ruling, the reference in subparagraph 85(1)(e)(i) of the Act to "...the undepreciated capital cost to the taxpayer of all property of that class immediately before the disposition..." shall be interpreted to mean the portion of the undepreciated capital cost to the taxpayer of all property of that class that the capital cost to the taxpayer of the property of that class transferred is of the capital cost to the taxpayer of all property of that class.

The provisions of subsection 85(1) of the Act, other than paragraph 85(1)(e.2) thereof, will apply to the transfer of each eligible property from XXXXXXXXXX to XXXXXXXXXX as described in paragraph 11 above, such that the agreed amount in respect of each such property will be deemed to be the proceeds of disposition thereof to XXXXXXXXXX and the cost thereof to XXXXXXXXXX by virtue of paragraph 85(1)(a) of the Act.

For purposes of this ruling, the reference in subparagraph 85(l)(e)(i) of the Act to "...the undepreciated capital cost to the taxpayer of all property of that class immediately before the disposition..." shall be interpreted to mean the portion of the undepreciated capital cost to the taxpayer of all property of that class that the capital cost to the taxpayer of the property of that class transferred is of the capital cost to the taxpayer of all property of that class.

The provisions of subsection 84(3) of the Act will apply to deem XXXXXXXXXX to have paid a dividend to XXXXXXXXXX on the redemption of its Retractible Preferred Shares, as described in paragraph 14 above, and to deem XXXXXXXXXX to have paid a dividend to XXXXXXXXXX on the redemption of its Retractible Preferred Shares, as described in paragraph 15 above. The amount of the deemed dividend relating to the redemption of the XXXXXXXXXX Retractible Preferred Shares or the XXXXXXXXXX Retractible Preferred Shares, as the case may be, will be equal to the amount by which the redemption amount paid exceeds the paid-up capital of those shares immediately before the redemption.

By virtue of subsection 84(2) of the Act, XXXXXXXXXX will be deemed to have paid, and each of XXXXXXXXXX will be deemed to have received, a taxable dividend equal to that portion of the aggregate amount by which the amount paid in respect of the purchase for cancellation of the Class "A" common shares of XXXXXXXXXX as described in paragraph 17 above, exceeds the paid-up capital thereof, that the number of Class "A" common shares held by XXXXXXXXXX respectively, is of the number of Class "A" common shares of XXXXXXXXXX so purchased for cancellation.

The deemed dividends referred to in Rulings C and D above, to the extent that they are taxable dividends, will:

(i)be included in each recipients income pursuant to paragraph 12(1)(j) of the Act,

(ii) be deductible by the recipient pursuant to subsection 112(1) of the Act in computing its taxable income for the year in which such dividend is deemed to have been received, and such deduction will not be prohibited by any of subsections 112(2.2) or (2.4) of the Act, and

(iii)be excluded in computing the proceeds of disposition to the holder of the shares so redeemed or purchased for cancellation pursuant to paragraph (j) of the definition of proceeds of disposition in section 54 of the Act.

The provisions of subsection 83(2) of the Act will apply to the dividend described in paragraph 16 above to deem it to be a capital dividend and no part of the dividend will be included in computing the income of XXXXXXXXXX

By virtue of paragraph (a) of the definition of substantial interest as set out under subsection 191(2) of the Act, XXXXXXXXXX will have a substantial interest in XXXXXXXXXX immediately before the redemption of the XXXXXXXXXX Retractible Preferred Shares as described in paragraph 15 above. Consequently, no tax will be payable under either section 187.2 or subsection 191.1(1) of the Act on the dividends deemed to have been paid by XXXXXXXXXX to XXXXXXXXXX as referred to in Ruling C above, since each such dividend shall be an "excepted dividend" within the meaning assigned by paragraph (b) of the definition of "excepted dividend" in section 187.1 of the Act in the capacity of XXXXXXXXXX as the recipient of the particular dividend, and shall be an "excluded dividend" within the meaning assigned by paragraph (a) of the definition of "excluded dividend" in subsection 191(1) of the Act, in the capacity of XXXXXXXXXX as the payer of the particular dividend.

Provided that the redemption amount of the XXXXXXXXXX Retractible Preferred Shares is equal to the amount specified in respect of such shares as described in paragraph 11 above, by virtue of subsection 191(4) of the Act, no tax will be payable under section 187.2 or subsection 191.1(1) of the Act on the dividends arising on the redemption of such shares as referred to in Ruling C above, since each such dividend shall be an "excepted dividend", within the meaning assigned by paragraph (b) of the definition of "excepted dividend" in section 187.1 of the Act, in the capacity of XXXXXXXXXX as the recipient of the particular dividend and an "excluded dividend", within the meaning assigned by paragraph (a) of the definition of "excluded dividend" in subsection 191(1) of the Act, in the capacity of XXXXXXXXXX as the payer of the particular dividend.

Provided that as part of the series of transactions or events that includes the proposed transactions described herein, there is not:

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

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

(iii)an acquisition of property in the circumstances described in paragraph 55(3.1)(c): or

(iv)an acquisition of property in the circumstances described in paragraph 55(3.1)(d),

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

(i)By virtue of subsection 186(2) and paragraph 186(4)(a) of the Act, XXXXXXXXXX is connected with XXXXXXXXXX By virtue of paragraph 186(4)(b) of the Act, XXXXXXXXXX will be connected with XXXXXXXXXX Consequently, provided that neither XXXXXXXXXX is entitled to a dividend refund (within the meaning of subsection 129(1) of the Act) in respect of its taxation year in which it is deemed to pay the dividend referred to in Ruling C above, XXXXXXXXXX will not be subject to Part IV tax under subsection 186(1) of the Act in respect of such dividend.

(ii) By virtue of subsection 186(2) and paragraph 186(4)(a) of the Act, XXXXXXXXXX is connected with XXXXXXXXXX and by virtue of paragraph 186(4)(b) of the Act, XXXXXXXXXX is connected with XXXXXXXXXX Consequently, provided that XXXXXXXXXX is not entitled to a dividend refund (within the meaning of subsection 129(1) of the Act) in respect of its taxation year in which it is deemed to pay the dividends referred to in Ruling D above, XXXXXXXXXX will not be subject to Part IV tax under subsection 186(1) of the Act in respect of such dividends.

The provisions of subsection 88(1) of the Act will apply to the wind-ups of XXXXXXXXXX as described in paragraph 18 above.

The settlement of the First XXXXXXXXXX Note, the Second XXXXXXXXXX Note, the First XXXXXXXXXX Note and the Second XXXXXXXXXX Note (herein referred to as the "Notes") on the winding-up of XXXXXXXXXX as described in paragraph 19 above, will not give rise to a "forgiven amount", within the meaning thereof in subsections 80(1) and 80.01(1) of the Act, by virtue of the provisions of subsection 80.01(4) of the Act.

The provisions of subsections 15(1) and 56(2) of the Act will not apply to any of the proposed transactions described in paragraphs 9 through 22 above, in and by themselves.

As a result of the proposed transactions, in and by themselves, subsection 245(2) of the Act will not be applied to redetermine the tax consequences confirmed in the rulings given.

These rulings are given subject to the limitations and qualifications set out in Information Circular 70-6R2 issued by Revenue Canada, Customs, Excise and Taxation on September 28, 1990, and the Special Release thereto issued on September 30, 1992, and are binding provided that the proposed transactions are completed by XXXXXXXXXX.

The above rulings are based on the Act in its present form and do not take into account any proposed amendments to the Act which, if enacted, could have an effect on the rulings provided herein.

Comments

Nothing in this ruling should be construed as implying that Revenue Canada, Customs, Excise and Taxation has agreed to or reviewed:

(a)the determination of the fair market value or adjusted cost base of any particular asset or the paid-up capital of any shares referred to herein; or

(b)any tax consequences relating to the facts and proposed transactions described herein other than those specifically described in the rulings given above.

Yours truly,

for Director
Reorganizations and Foreign Division
Income Tax Rulings and
Interpretations Directorate
Policy and Legislation Branch