Search - 司法拍卖网 人民法院

[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. ...