29 July 1992 Memorandum (Tax Window, No. 21, p. 1, ¶2038)

An estate that does not own voting shares of a corporation nonetheless may be in a position to exercise some influence over the corporation that would result in it having de facto control of the corporation, for example, if it holds a demand promissory note and calling the note would have an adverse impact on the corporation's operations.

S.85(4) would not apply where all the shares of a corporation held by an estate are disposed of to a corporation which, immediately following the disposition, is controlled by the executrix in her personal capacity unless at that time the corporation is controlled, directly or indirectly in any manner whatever, by the estate, for example, by virtue of the estate holding a promissory note whose demand for payment would have an adverse impact on the operations of the corporation.