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[fn 26: … 2009 TCC 118. para. 47.] More recently, however, in On-Line Finance & Leasing Corp. v. ... What we said in Haverty Realty & Investment Co., 3 T.C. 161, 167 (1944), still pertains today: The Supreme Court of the United States, almost all the Circuit Courts of Appeals, and this Court have held that the parol evidence rule cannot be invoked by a third party, not a party to the written instrument involved. ...

. … [T]here is a strong argument that the IA definition applies for greater certainty to ensure that LLLPs and LLPs are not treated as corporations. ... [fn 106: See Gerling Global …. v. Canadian Occidental…, 1998 ABQB 714. ... Relevance and extent of limited liability (pp. 24:29 – 32) [O]PA LLPs are also full-shield LLPs [fn 107: Section 10(2) of the OPA] and the CRA has to date treated these LLPs as partnerships for Canadian tax purposes. ...

Alexander Demner, Nicholas McIsaac, "Freezes and Refreezes: Opportunities and Risks in the Era of Self-Isolation", COVID-19 and Canadian Tax for the Owner-Manager/Canadian Tax Focus (Canadian Tax Foundation), July 2020, p. 5-- summary under Subsection 74.4(3) Summary Under Tax Topics- Income Tax Act- Section 74.4- Subsection 74.4(3) Technical feasibility of refreeze (p. 6) [T]he CRA has confirmed that no benefit is conferred on a corporation's common shareholders where the post-freeze decline in value was not caused by intentionally stripping the corporation's assets (… 2010-0362321C6 …). Potential application of s. 74.4(2) on initial freeze (p.6) The corporate attribution rule … may apply if an individual transfers property to a corporation and one of the main purposes of the transfer is to reduce the individual's income and benefit a "designated person" … in respect of the individual. … Continued application of s. 74.4(2) following refreeze (and redemption of refreeze prefs) (p.7) [A]n individual freezor subject to the corporate attribution rule—knowingly or otherwise—who undertakes a refreeze transaction may continue to be subject to a deemed interest benefit calculated by reference to the value of the assets transferred to the corporation on the initial freeze. ...

The loss business was broadly identified as marine construction, rather than being limited to marine construction in a specific location, based upon evidence that marine construction businesses typically operate in various areas throughout the country; [fn: 50: Canadian Dredge & Dock Co. v. ... The loss business was found to be selling clothes, whether those clothes were sold to individuals or to retail and wholesale merchants, and whether they were ladies' clothing or men's and boy's clothing; [fn 53: Martin & Co. ...

See also … 2003-0019235] provide that trust property can be distributed to the children of the deceased in any circumstances before the spouse's death (for example, if the spouse remarries); [F.n.220 … 2002-0154435] or permit or require the trust to pay life insurance premiums. [F.n.221 … 2006-0185551C6] The CRA's view regarding life insurance on the life of the spouse is questionable. ... Although … Gilbert Estate … [F.n.222 83 DTC 645 (TRB).] … held that a son's disclaimer of his interest in a trust did not cleanse an otherwise qualifying spousal trust, Maria Elena Hoffstein noted that Gilbert Estate was decided before subsection 248(8) was enacted and may have been legislatively overturned by the enactment. ...

Each such taxable dividend does not arise as a foundational component of a sanctioned divisive reorganization but, rather, has the potential, as in D & D Livestock, to effect a significant reduction in a capital gain on any share, a significant reduction in the fair market value of any share, or a significant increase in the total cost of property of the dividend recipient…. ... [T]o neutralize that threat, amended paragraph 55(5)(f) (and new subsection 55(2.3) for high-low stock dividends) (collectively, the " bifurcation rules ") now compel die distribution of safe income on hand pursuant to a taxable dividend…. ... In contrast, if the bifurcation rules divide the whole taxable dividend into a safe-income dividend and a non-safe income dividend before the "purpose" of either divided is ascertained … [o]nly the purpose of the non-safe income dividend … must be ascertained. … [C]onsider where a taxpayer miscalculates its safe income on hand before undertaking a safe income crystallization. ...

. … [T]he question arises…whether such an “investment” by the Canadian Subsidiary will qualify for the related party reorganization exception in subparagraph 212.3(18)(a)(i). ... Acquisition of foreign parent (“FP”) followed by transfer of FA between FP child and grandchild (p. 22) [C]anco1 owns all of the shares of Canco2 and … Canco1 has always been owned and controlled by a … FP …. [A]n arm's length foreign corporate acquirer will acquire all of the shares of FP… [I]t is desired,…to move foreign affiliate shares or debt historically held by Canco1 to Canco2 or vice-a-versa. … [N]either Canco1 nor Canco2 could transfer foreign affiliate shares or debt from one to the other and rely on the subparagraph 2l2.3(l8)(a)(i) exception. ...

. … [A] bank has two subsidiaries: a fund manager, and a trust company. ... However, we also believe that these cases are not relevant to the question whether subsection 104(1) embodies a trust in its trustee for the purpose of determining relatedness. … The CRA is of the view that subsection 104(1) applies, and therefore a trust is related to each person related to the trustee of the trust [fn 103: … S1-F5-C1 … 1.49]. ... If the trustee is a corporation, merely deeming the trust to be an individual does not go far enough …. ...

Second, the application of subsection 100(1) is one-sided – it provides no depreciable step-up to the partnership in the hands of the purchaser. ... There is no necessary corollary between this amount and the underlying income gains; … The Amendments … do nothing to address the inconsistent application of the provision noted above. Turning to the series of transactions language in the amended version, they stated (at p. 2128): … A taxpayer that disposes of a partnership interest to an entity other than a Prohibited Acquirer – a taxable Canadian corporation, for example – may be concerned that subsection 100(1) will ultimately apply to it if the corporation sells the interest to a Prohibited Acquirer within a relatively short time frame. ...

This can be problematic from a thin cap perspective …. First …: GP controls Holdco through the control provisions in the fund's LPA and, as such, is a "specified shareholder" of Holdco ….; and Sisterco is … not dealing at non-arm's length with GP, and so the Holdco loan is an "outstanding debt to a specified non-resident”. ... In addition … paragraph 18(7)(a) … deems the partners of a partnership to own their proportionate portion of the underlying shares … [so that the] fund LPs would … be deemed to own their proportionate share of the underlying Holdco shares. ...