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.$1,000, being the amount for which the common shares were issued (p. 5) [t]he Court found that "[t]he Indenture and the Prospectus [for the Debentures] clearly contemplate that the Common Shares are to be issued for US$14.00 per Common Share, which is equal to US$1,000 on a per Convertible Debenture basis …" And, further, "... in accordance with Teleglobe, this is the amount paid by Agnico for the extinguishment of the Convertible Debentures on the conversions. ... Ferran and Ho, in the same passage quoted above, add that "Cozens-Hardy [one of the judges on the Court of Appeal panel who concurred with Vaughan-Williams LJ. in separate reasons] expressly left open the question of a debenture issued at a discount to its par value which conferred a right at some future date to demand a fully paid share in exchange for the par value of the debenture. [... ...

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Furthermore, it did so expressly taking a practical business view of what would constitute a directing mind (expressed as " de facto control of both sides of the transaction"). ... First, the willingness of the courts to take into account relatively subjective business considerations, such as strength of bargaining power, in finding a directing mind seems to have carried the latter concept a long way. …. ... Wiffen Financial (p. 16:19) In Wiffen Financial Services [… 2003 TCC 780 …], the issue was whether an employment relationship was at arm's length, thus constituting insurable employment pursuant to the Employment Insurance Act. ...

. … To the contrary, in virtually every M & A transaction, the results of tax diligence are used primarily to inform the lawyers drafting the share purchase agreement as to what representations and warranties to demand, what covenants to seek, and the scope and structure of the indemnities required to adequately protect the buyer…This is the very core of the legal advice the buyer’s lawyers provide…. Commercial use of legal advice does not detract from it being legal advice (p. 3) [T]o some extent the court seems to conflate the separate questions of what constitutes the giving of legal advice and what the client does with that advice….Where a work product has been used by the buyer’s lawyers as an input to the legal advice they render, the client’s use of that legal advice to make a commercial decision should be irrelevant as to whether that legal advice (and the work product generated wholly or partially for that purpose) is protected from disclosure under solicitor-client privilege. … ...

. … S. 247 does not contemplate the OECD “accurate delineation” approach (pp. 21:13-14) [T]he 2017 guidelines permit the recharacterization of transactions on the basis of economic substance using the concept of accurate delineation. ... (p. 21:20) [T]he accurate-delineation approach under the 2017 guidelines … can be used, among other things, to characterize or recharacterize a transaction into an entirely different transaction with different tax consequences in a normal (as opposed to an exceptional) circumstance. These concerns are particularly acute in regard to controlled transactions between Canada and … the United States …. ...

Resulting tax deferral (p. 9) [The 2 nd] dividend of $250,000 … amounts to $102,500 in personal tax. … Holdco has net corporate tax of $50,000 after the dividend refund ($127,000- $77,000)… The total tax is $152,500 rather than $240,000, because there is a deferral of tax until further dividends are paid from Holdco …. ...

", Canadian Tax Focus, Vol. 9, No. 4, November 2019, p.1-- summary under Subsection 125(5.1) Summary Under Tax Topics- Income Tax Act- Section 125- Subsection 125(5.1) Example of avoidance of s. 125(5.1) limitation where sub with realized passive gain is wound-up (p. 1) … Holdco…wholly owns an Opco that claims the SBD annually…. … Holdco also owns a second wholly owned subsidiary, Realestateco, which holds land with an accrued capital gain of $1 million. ... Even though Realestateco had a sizable capital gain in year 1, it is not considered for Opco’s SBD grind. … There are…two deemed association rules, neither of which should apply because Realestateco no longer exists: (1) subsection 125(5.2)…and (2) subsection 256(2.1)…. Second example: drop-down of passive asset to sub before it realizes gain and is wound-up (pp. 1-2) [I]nvestments are in Holdco, [and]…before triggering the capital gain in year 1, Holdco transfers the investments to a newly formed corporation (CGco) on a tax-deferred basis under subsection 85(1); and … before the end of year 1, CGco is wound up and legally dissolved with and CDA and RDTPH consolidated into Holdco.... ...