A corporation ("Opco") is owned by brothers and sisters who wish to realize the value of its shares on a tax-free basis and to transfer those shares to their children. Each child would incorporate a holding company and each brother and sister would sell his or her shares to one or more holding companies for a note and/or preferred shares. In the view of RC, these transactions would avoid s. 84.1 and provide the brothers and sisters with a tax benefit in the form of an s. 110.6 deduction. Accordingly, the transactions would result in tax benefits under s. 245(1).