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Proposed transactions Canco1 will transfer all of the outstanding Forco1 shares, and the "Forco1 Receivable" owing to it, to Finco (a newly-incorporated Luxembourg public limited company subsidiary) in consideration for mandatorily redeemable preferred shares (MRPS) of Finco. Canco1 will transfer all of the outstanding (ordinary and MRPS) Finco shares and the Forco1 Receivable to Canco2 in consideration for Canco2 shares. ...

The three shareholder groupings (comprising a Holdco and Trust) will transfer their DC Amalco shares to their TC in consideration for shares of that TC (with appropriately limited stated capital), electing under s. 85(1). DC Amalco will transfer to a Subco of each TC a pro rata portion of each of its three types of property (determined on a net basis) in consideration for the assumption of liabilities and the issuance of redeemable preferred shares, election under s. 85(1). ...

Drop-down of Canadian Spin-off Business to Newco DC will transfer its assets of the Spin-off Business to a newly-incorporated subsidiary (Newo) in consideration for assumption of liabilities and the issuance of common shares (para 74-75). ... DC transfers its common shares of Newco to TC in consideration for TC preferred shares (para. 80). ...

Proposed transactions: ParentAco will sell all the Aco shares to ParentCco for fair market value cash consideration. ... Cco will acquire all the Aco shares from ParentCco for FMV consideration comprising cash (in excess of the PUC of the Aco shares so that a deemed dividend arises under s. 212.1) and a common share with full stated capital (but whose PUC is ground to nil under s. 212.1(1)(b).) ...

This will be accomplished by Lossco selling cumulative preferrred shares of a newly-incorporated subsidiary to Profitco in consideration for an interest-bearing note of Profitco. ... Lossco will transfer the Newco Preferred Shares to Profitco in consideration for an interest-bearing debenture (the "Profitco Note"), recourse under which will be limited to the Newco Preferred Shares and which will have a security interest in the Newco Preferred Shares. ...

X to Opco in the course of incorporating his business, nor... to the consideration paid by Mrs. ... [T]he consideration paid by Mr. or Mrs. X for the acquisition of shares in the capital of Holdco, which is not an SBC, would technically constitute a transfer of property by an individual (Mr. or Mrs. ...

…[T]he consideration paid by Opco to Holdco for the acquisition of preferred shares in the capital of Holdco would never accrue personally to Mr. ... X under s. 85(1) to Holdco in consideration for Holdco preferred shares, and Opco redeems its preferred shares in the same amounts as the 1 st situation. ...

22 January 2016 External T.I. 2015-0617601E5 F- Pipeline followed by butterfly-- summary under Subsection 84(2) Summary Under Tax Topics- Income Tax Act- Section 84- Subsection 84(2) pipeline transaction can be coupled with a butterfly split-up An estate acquires the shares of Corporation 1 on a stepped-up basis under s. 70(5) and, in August 20X0, transfers the shares to Corporation 2 (whose common shares are held by it) in consideration for preferred shares with full paid-up capital and adjusted cost base (and without s. 84.1 applying). ... One of the important facts …is that following the winding-up…there would not be a bulk redemption of the preferred shares in the capital of Corporation 2…and there would not be a bulk redemption of the shares in the capital of Corporations 3 and 4…received in consideration for the preferred shares in the capital of Corporation 2. ...

Proposed transactions Trust I will transfer, at FMV, all its Holding LP Units to Subco in consideration for a non-interest bearing promissory note (Subco Note), so that its remaining assets will consist of a loan to Subco (the “Subco Loan”), the Subco Note, interests in sub trusts and cash. Trust I will distribute the Subco Loan and the Subco Note as the consideration for the purchase for cancellation of substantially all of the Trust 1 units (the “Subco Cancelled Units.”) ...

2016 Ruling 2015-0623731R3- Subsections 55(2) and (2.1)-- summary under Forgiven Amount Summary Under Tax Topics- Income Tax Act- Section 80- Subsection 80(1)- Forgiven Amount policy on set-off of unequal redemption notes does not extend beyond a butterfly reorg Background As described in 2015-0601441R3, Sub1 and Sub2 (both taxable Canadian corporations and wholly-owned subsidiaries of Parent, a public corporation) accomplished a winding-up of a general partnership (“Partnership”) through a transfer under s. 85(1) by Sub2 of its interest in Partnership to Sub1 in consideration for Sub1 Preferred Shares and for a non-interest bearing demand promissory note (the “Sub1 Note”) with a principal amount equal to the non-interest-bearing demand promissory note (the “Sub2-Partnership Note”) owing by Sub2 to the Partnership, jointly electing under s. 85(1). ... Parent will transfer to Sub1 all of the Sub2 Preferred Shares (the “Transferred Sub2 Shares”) in consideration for the issuance of Sub1 common shares (the “New Sub1 Shares”), electing under s. 85(1) at Parent’s ACB of the Transferred Sub2 Shares. ...