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The Direct Subtrusts will simultaneously transfer their assets to Trust A (newly formed by Taxpayer, which holds one unit) for no consideration other than the assumption of their liabilities, so that they cease to exist; and Trust A will not file the election in s. 248(1) – disposition, (f)(v) with a view to that disposition exclusion applying. ... Trust A will transfer all of its property to REIT #2 for no consideration other than the assumption of secured debts (with any unsecured debts being paid off by Trust A) – so that Trust A will cease to exist. ...

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). ...

Subco 1 will transfer the "Subco 1 Retained Business" solely in consideration for the "Sale Note. ... DC will transfer its Subco 1 shares to Spinco in consideration for "Spinco Redemption Shares," with a joint s. 85(1) election filed. ...

As Holdco is not permitted under the BCA to issue treasury shares until the consideration for the shares is fully paid (so that Holdco may not issue treasury shares to the Key Employee on an earnout basis), the Shareholders will instead sell a portion of their Holdco shares to Opco, who will then sell those shares to the Key Employee on an earnout basis. ... Accordingly, within 30 days, Opco will sell (pursuant to the “Purchase Agreement”) those Holdco Common shares to the Key Employee in exchange for cash consideration (the “Purchase Price”) payable in five tranches as follows: X% of consolidated net after-tax income of Holdco and the Subsidiaries under IFRS, subject to adjustments for dilutive etc. events and for the add-back of taxes arising on the sale under the Purchase Agreement (“Consolidated Income”) for the first taxation year ending after the Holdco Common shares are sold (but excluding the portion thereof earned before the disposition of such shares), plus X% of the shareholder equity as of the time of sale and X% of any dividends receivable at that time, payable as soon as practicable after such amounts are determined; and specified percentages of the Consolidated Income for the second, third, fourth and fifth taxation year ending after the Holdco Common shares are sold, payable as soon as practicable after it is determined for each such year and, in any event, no later than five years after the end of such taxation year of the sale. ...

Completed transactions A Bidco of the Taxpayer, which was indirectly funded by Pubco (in consideration for being issued JV Co shares in 4 below) and directly by the Taxpayer (through subscriptions through intermediate Canadian holding companies), acquired all the shares of Target pursuant to a court-approved Scheme under the laws of Country 1. ... Country 1 Subco sold all the shares of Canco 1 to the Taxpayer in consideration for the “Demand Note” having a principal amount equal to such shares’ FMV. ...

DC1 will transfer its shares of Newco 1 to SpinCo Sub on a s. 85(1) rollover basis in consideration for SpinCo Sub special shares. ... DC2 will transfer its shares of SpinCo Sub to SpinCo on a s. 85(1) rollover basis in consideration for SpinCo Sub common shares. ...

16 November 2011 External T.I. 2011-0423861E5 F- paragraph 53(1)b)-- summary under Paragraph 53(1)(b) Summary Under Tax Topics- Income Tax Act- Section 53- Subsection 53(1)- Paragraph 53(1)(b) example of application of s. 53(1)(b) on dirty s. 85 exchange of common shares with partial SIOH for high PUC/ACB prefs and low PUC/ACB common shares Holdco, whose common shares of Opco have a nominal adjusted cost base ("ACB") and paid-up capital ("PUC"), a fair market value ("FMV") of $2 million and safe income on hand ("SIOH") attributable to those shares of $900,000, increases the PUC of those shares by $1 million, and transfers those common shares (or to be more precise, new common shares issued in replacement therefor on the PUC increase) to Opco for cancellation in consideration for the issuance by Opco of (i) preference shares of Opco having an FMV, PUC and ACB (determined under s. 85(1)(g)) of $1 million; and (ii) common shares having a FMV of $1 million and nominal PUC and ACB. ...

A testamentary trust created by Mr X will transfers the estate shares to a Canadian corporation (Newco) which is jointly owned by the trust and Mrs X and controlled by the trust in consideration for two promissory notes equal to the fair market value of such common and preferred shares at the death of Mr X, and for preferred shares having a redemption amount equal to any appreciation in the fair market value of the common shares subsequent to such death (and having a nominal paid-up capital so as not to engage s. 84.1). ...

After noting that s. 97(2) permits a taxpayer to dispose of property on a tax-free basis to a partnership if, among other things, the taxpayer is a member of the partnership immediately following the disposition, CRA stated: [T]here would be a disposition of the initial interest if the interests in income and in capital received in consideration had rights and characteristics sufficiently different to be distinguishable from those of the initial interest. … It should be noted that the totality of the interests of a partner held in a partnership constitute a single property of the partner and represent its interest in the partnership for purposes of the Act. ...

The deductibility of the discount to the Canadian Taxpayer, would be subject to the considerations listed in IT Bulletin 188R and must meet the provisions of section 67 and section 69 of the Act. ...