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A conventional pipeline was to be implemented under which AE Trust transferred its common shares of Aco and Bco on a s. 85(1) rollover basis to a “Newco” in consideration for two notes of Newco and nominal-value preferred shares with a price adjustment clause and, after the passage of (presumably) one year, Newco would be amalgamated with Aco and Bco, and the notes would then be gradually repaid. ...

After preliminary transactions to distribute capital dividends and eligible dividends from the companies, the trusts were then to engage in pipeline transactions in which the Aco and Bco shares were to be transferred to a ULC Newco on a s. 85(1) rollover basis in consideration for notes and nominal value preferred shares with redemption values subject to a price adjustment clause, and then convert those notes to high-PUC shares of the ULC – and only after a number of years, might ULC be amalgamated with Aco and Bco (which would have been continued to the same jurisdiction as Aco and Bco). ...

(l) of the definition in s. 128.1(10)) held by a non-resident corporation when it became resident in Canada would not be subject to s. 70(5.3), and for purposes of determining its deemed cost under s. 128.1(1)(c), it “would be valued in accordance with normal valuation practices taking into consideration all facts relevant to the particular case.” ...

(f) of the s. 128.1(10) definition) held by a non-resident corporation when it became resident in Canada would not be subject to s. 70(5.3), and for purposes of determining its deemed cost under s. 128.1(1)(c), “would be valued in accordance with normal valuation practices taking into consideration all facts relevant to the particular case.” ...

7 October 2021 APFF Financial Strategies and Instruments Roundtable Q. 8, 2021-0899701C6 F- Post-mortem planning- Pipeline-- summary under Subsection 84(2) Summary Under Tax Topics- Income Tax Act- Section 84- Subsection 84(2) a pipeline transaction can use an existing corporation rather than a Newco In order to implement pipeline planning, the estate of an individual ("Estate") generally incorporates a new corporation ("Newco") to which it sells shares of a private corporation ("Target"), with or without a tax rollover, in consideration for shares of Newco (the "Shares") or a note issued by Newco ("Note").Newco will remain in existence for at least one year before being merged with Target to form Amalco, whose assets are gradually used to redeem the Shares or Note. ...

Proposed transactions The Estate will transfer its Class D shares to a corporation newly incorporated by it (Newco) in consideration for voting and participating shares of Newco, electing under s. 85(1). ...

The Queen-- summary under Employee Benefit Plan Summary Under Tax Topics- Income Tax Act- Section 248- Subsection 248(1)- Employee Benefit Plan trust providing for distributions of employer shares on a fully discretionary basis is not governed by s. 7 When asked to comment on the McNeeley decision, CRA stated: When contemplating the establishment of a trust which will acquire securities of an employer to be held for the benefit of employees, consideration of the EBP rules is advised. ...

After noting that, under s. 40(1)(a)(ii), the availability of the reserve turned on Brother-Portfolioco and Brother not having de facto control of Sister-Holdco and on Sister-Holdco not having de facto control of Brother-Portfolioco, CRA commented on the expansion of de facto control under s. 256(5.11) stating: As provided for in subsection 256(5.11) and the applicable jurisprudence, any factor, whether contractual, commercial, economic, moral or familial, may be taken into consideration in order to determine whether a person or group of persons has influence, direct or indirect, the exercise of which would result in de facto control of a corporation ("Influence"). ...

Following the death of Mother, her estate and Trust were to engage in a pipeline transaction under which: The estate and Trust transfer their Aco shares under s. 85(1) to a Newco of Trust in consideration for Newco preferred shares. ...

12 September 2022 External T.I. 2021-0886441E5- Restricted Stock Unit Plan – Adjusted Cost Base-- summary under Subsection 7(1.31) Summary Under Tax Topics- Income Tax Act- Section 7- Subsection 7(1.31) example of application of s. 7(1.31) to acquisition and immediate sale of shares pursuant to RSUs An employee who acquired 10 common shares of the employer, a public corporation, on capital account, was also issued, for no consideration (other than services rendered), 10 restricted stock units (RSUs) of the employer under an agreement to which s. 7(1) applied. ...