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Mark Woltersdorf, "Restrictive Covenants – The Final Chapter (For Now) – Part II", CCH Tax Topics, No. 2135, 7 February 2013, p. 1 at pp. 3-4:-- summary under Subsection 56.4(12) Summary Under Tax Topics- Income Tax Act- Section 56.4- Subsection 56.4(12) Discussions with the Department of Finance indicate that the intent of paragraph 56.4(12)(b) is to prevent a taxpayer from arguing that an amount received or receivable by that taxpayer that reasonably relates to an RC granted by another taxpayer should not be included in that taxpayer's income because paragraph 68(c) prevents the Minister from allocating any portion of the RC to them. ...

Joint Committee, "Subject: Proposed Part II.2 Tax – Tax on Repurchases of Equity – ‘Reorganization Transaction", 26 March 2024 Joint Committee Submission-- summary under Paragraph (c) Summary Under Tax Topics- Income Tax Act- Section 183.3- Subsection 183.3(1)- Reorganization- Paragraph (c) Wind-Up of Targetco into Acquisitionco A public company target (“Targetco”), whose shares are not delisted until after a delay, is acquired by “Acquisitionco” and then wound-up into it. ...

Joint Committee, "Subject: Proposed Part II.2 Tax – Tax on Repurchases of Equity – ‘Reorganization Transaction", 26 March 2024 Joint Committee Submission-- summary under Variable B Summary Under Tax Topics- Income Tax Act- Section 183.3- Subsection 183.3(2)- Variable B Acquisition of Targetco for cash and Acquisitionco equity Where the shareholders of Targetco (which will not be delisted until some time thereafter) are to receive a combination of cash and shares of Acquisitionco, the cash component is included in Variable B of the formula in proposed s. 183.3(2) (so that it is subject to the tax) because equity of a covered entity (Targetco) is acquired in the taxation year pursuant to a reorganization transaction described in para. ...

Roderick I’Anson Banks, "Lindley & Banks on Partnership", (Sweet & Maxwell, 20th Ed.) 2017-- summary under Section 96 Summary Under Tax Topics- Income Tax Act- Section 96 Distinction between employee and partner/fixed distribution entitlement (5-20) [I]gnoring for the present section 2(3)(b) [the same as Partnerships Act (Ont.), s.3.3(b)], it was frequently held prior to the 1890 Act that employees who were remunerated by reference to the profits of a business were not partners therein, at least where it appeared from the agreement that no partnership was intended. ... & C. 867; Ex p. Chuck (1832) 8 Bing. 469; Gilpin v. Enderby (1824) 5 B. & A. 954. In such a case, an express term in the agreement negativing any implication of partnership may be ineffective vis-a-vis third parties, such as HMRC: see Fenston v. ...

– Part II", Tax Topics, Wolters Kluwer, No. 2274, October 8, 2015, p.1.-- summary under Rectification & Rescission Summary Under Tax Topics- General Concepts- Rectification & Rescission Test is one simply of true intention, not specific intent (pp. 3-4) In Juliar,…[t]he key passages from the Court of Appeal are these:… [I]t is possible,, even probable, that no one mentioned income tax throughout the nine or 10 months in issue. ... If there is no requirement for due diligence, it means that rectification is available even when there is a mistake — even a negligent mistake [f.n. 10. ... Coutts & Co, [2006] EWHC 1502 (Ch.) at paragraph 11, the Courts granted rectification even though the mistake was caused clearly by a professional advisor's negligence. ...

[fn 18: 2012-0461151E5]. … [T]rade payables not evidenced in writing are not similar to bonds, notes, debentures, or mortgages. … Bonds etc. issued by LP are not issued by (o.2) corp as limited partner (pp. 29:10- In some common-law jurisdictions, a debt obligation issued by a partnership might be considered to be a debt obligation issued by the partnership’s investors…. ... OMERS … denies the existence of any legal relationship between the limited partners and a third party that has entered into a contract with the limited partnership (or, as the court more precisely puts it, a contract between the third party and the general partner acting in its capacity as general partner of the limited partnership). … [S]ection 253.1 provides that, for the purposes of paragraph 149(1)(o.2) and other listed provisions, when a trust or a corporation holds an interest as a member of a partnership and, by operation of law, the liability of the partner as a member of the partnership is limited, the partner is not considered to be carrying on the business or other activity of the partnership solely by virtue of acquiring or holding an interest in the partnership. … The issuing of debt should be viewed as part of the “business” or “activity” of the partnership that would not, as a result of section 253.1, be considered to be carried on by the investment corporation. … Consolidated Mogul … [stated:] [T]he financing function of a mining company is an integral part of its business. … Accordingly … [t]he result of such application is that the issuance of a debt obligation by a limited partnership should not be attributed to its limited partners. Guarantee of LP debt does not engage s. 149(1)(o.2)(iii)(B) (pp. 29:13- 16) [O]n June 26, 2013…the phrase “that had not issued debt obligations” was replaced with “that had not... issued bonds, notes, debentures or similar obligations.”… [A]ccording to … Federated Co-operatives … “similar obligation” is a narrower category than “obligation.” ...

Tina Korovilas, Drew Morier, "Non-Corporate Vehicles in the Foreign Affiliate Context", 2018 Conference Report (Canadian Tax Foundation), 20:1 – 114-- summary under Paragraph (c) Summary Under Tax Topics- Income Tax Act- Section 95- Subsection 95(1)- Excluded Property- Paragraph (c) Initial concern re s. 95(1) – EP – para. (c) that property of the partnership could not qualify (pp. 20:56-59) When the EP definition was first proposed in 1982, the draft provision raised concerns that property of the partnership could not qualify as property of the FA. … The tax community expressed a concern that where an FA has an interest in a partnership that carries on an active business, the partnership interest of the FA could qualify as EP, but partnership property used for the purpose of gaining or producing income from an active business could not so qualify … [so] that where a partnership of which a foreign affiliate is a member disposes of capital property used principally for the purpose of gaining or producing income from an active business, the property does not qualify as excluded property …. … Although the current definition continues to refer to property “of the” FA, it has been accepted that the partnership postamble resolves the concern that arises where partnership property has been disposed of. ...

Carrie Aiken, Johnson Tai, "Debt Restructuring Transactions – Issues, Strategies and Trends", 2016 CTF Annual Conference draft paper-- summary under Paragraph 80(2)(k) Summary Under Tax Topics- Income Tax Act- Section 80- Subsection 80(2)- Paragraph 80(2)(k) Facts of conversion of DIP financing and USD bonds to equity (pp. 7-8) Canco has US$1 billion of bonds (the " Bonds ") payable to unrelated parties (the " Bondholders ")… [who] do not constitute a "group of persons"…. ... An unrelated Canadian corporation (" Buyer ") proposes to provide US$200 million of debtor-in-possession (" DIP ") financing. … Buyer anticipates that after Canco emerges from CCAA, Buyer will own approximately 67% of the shares of Canco (with a fair market value of US$200 million) as a result of Buyer receiving shares of Canco in complete settlement of the DIP financing, and the Bondholders will receive shares of Canco representing 33% of the issued and outstanding Canco shares (with a fair market value of US$100 million) in complete settlement of the Bonds. ... Making an election for subsection 256(9) not to apply in this "same day" situation would reverse the sequence of events so that the Bond settlement occurs before the DIP financing (and resulting LRE). … Comparison of two sequences (pp. 10-11) The CAD$270 million difference is attributable to different foreign currency capital loss amounts – a CAD$300 million foreign currency capital loss under the DIP financing settlement – bond settlement sequencing, versus a CAD$30 million foreign currency capital loss under the Bond settlement – DIP financing settlement sequencing. ...

Hersh Joshi, Jack Silverson, "Understanding and Doing Business with Tax-Exempt Entities", 2018 Conference Report (Canadian Tax Foundation), 29:1 – 35-- summary under Clause 149(1)(o.2)(ii)(A) Summary Under Tax Topics- Income Tax Act- Section 149- Subsection 149(1)- Paragraph 149(1)(o.2)- Subparagraph 149(1)(o.2)(ii)- Clause 149(1)(o.2)(ii)(A) Issues where co-investing in real estate (pp. 29:18-19) [A] pension plan may want to co-invest…[and] might establish a real estate corporation…. … If the real estate corporation performs any activities in relation to the real estate property, a concern may arise as to whether the real estate corporation has satisfied the requirement of subclause 149(1)(o.2)(ii)(A)(I), given that it would be performing activities on a real estate property part of which is not owned by the corporation, by another real estate corporation, or by a registered pension plan. … [Subsequently to … 9401608, CRA] stated that it had re-examined its position and was now of the view that a co-ownership situation would not jeopardize a real estate corporation’s tax status. Further, the CRA provided that the activities carried on by the real estate corporation in relation to the co-owned property should be proportionate to the interests held by “qualified” entities under subclause 149(1)(o.2)(ii)(A)(I) (that is, by the real estate corporation, by another real estate corporation, or by a registered pension plan) …. … Pension plans looking to co-invest in real estate property may want to avoid these issues by using a structure…. ...

[Footnote 65 See, for example, paragraphs 1.22 and 1.38 of … S4-F2-C1 … 2012-0436771E5 … and … 9325325 ….] ... Alternatively, if the intermediary is considered to be in the business of lending money, consideration could be given to whether the penalty paid might be deductible, under section 9 …. [I]t might be possible for the intermediary to avoid the payment and receipt of the prepayment penalty by assigning its debt receivable to the ultimate lender in satisfaction of the intermediary’s debt to the ultimate lender …. ...