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Proposed transactions The following transactions will occur under a Plan of Arrangement to accomplish a spin-off of Subco 1 and 2 Transferred Business through Spinco, which was incorporated but has no shareholders: Under a s. 86 reorganization, each DC shareholder will exchange all of its DC common shares for "DC Butterfly Shares" and Class D, E or F common shares (with the aggregate paid-up capital of the exchanged shares being apportioned), such that the aggregate fair market value of the DC Butterfly Shares will be equal to the "Butterfly Ratio" (equal to the relative net FMV of Subco 1 Transferred Business 1 and 2) multiplied by the aggregate FMV of all the DC shares held immediately before the exchange – and the FMV of the Class D, E or F common shares received on the exchange will capture the balance of the FMV of the exchanged Class A, B or C common shares. ...

. … These corporate documents are not bilateral contracts…. Shares may or may not carry votes, but in respect of the governance of the corporation, typically only shareholders may vote on matters such as the election of the board of directors. ...

Rulings The s. 55(3)(a) exception will apply to the dividends in 1, 3 and 7, provided there is not a disposition of property or an increase in interest described in ss. 55(3)(a)(i) to (v) which is part of the series of transactions or events – and the proposed transactions, by themselves, will not be considered to result in any disposition to, or increase in interest by, an unrelated person described in ss. 55(3)(a)(i) to (v). ...

(a)(ii) of that definition, that “ prima facie, the mere fact of M-1 and C-1 acting as directors of Investco would not be sufficient in itself to consider that they were actively involved, on a regular basis, in the activities of Investco's business,” but that the “ownership test” in s. ...

By virtue of the First Merger, each common and preferred share of Target was converted into the right to receive the applicable “Merger Consideration,” being the “Share Consideration” (being common shares to be issued by XXXXXXXXXX being the direct (apparently Canadian-resident) parent of Opco – referred to herein as Parent) and the “Cash Consideration.” ...

Transferor will transfer a pro rata portion of its two types of property to Child 1 Holdco and Child 2 Holdco on a s. 85(1) rollover basis in consideration in each case for preferred shares of the respective Holdco and the assumption of ½ of the Estate Note and Trust Note, so that the two notes will be extinguished by operation of law. ...

On 20 June 2013 FA2 made the $1,500 "FA2 Loan" to Canco for 10 years – but FA2 was wound-up into FA1 on 20 February 2014. ...

In order that the butterfly transactions could qualify as a tax-free spin-off for Code purposes, TC (a ULC) and Foreign Spinco (an LLC) initially were fiscally transparent for Code purposes – then TC elected to be fiscally regarded in order that it could qualify for Treaty benefits and the Foreign Spinco became a C-corp in order that its spin-off could comply with Code rules. ...

. … With a dividend in the order of magnitude of $35,000…we could conclude that the reduction is significant or the increase in cost is significant. ...

Canadian DC holds 3 of the quotas in the capital of Forco 3 and the balance are held by Forco 1 – and otherwise does not hold any shares or units. ...