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b) Can the CRA specify if the mechanism of the "specified future tax consequence" must take into consideration the loss carry-backs made to taxation years before 2006? c) Other than a loss carry-back, can the CRA indicate which elements must be taken into consideration as a "specified future tax consequence"? ... It is rather taken into consideration in element B of this definition. ...

Parent granted the Shareholder a XXXXXXXXXX % "net operating profit interest" and issued additional common shares to the Shareholder as the sole consideration for the shares of Holdco acquired by it. ... Parent will receive additional membership interests in DC as the sole consideration for the shares of Subco transferred to DC. ... Parent will receive additional membership interests in DC as the sole consideration for the shares of Holdco transferred to DC. ...

("Newco"), and then sell the shares of Opco, which owned the remaining assets, to Purchaser for FMV consideration of $XXXXXXXXXX. In the series of transactions, capital gains accrued on the shares of Opco were triggered on a section 85 rollover to Opco for consideration of Class D common shares and Class B preferred shares of Opco. ... Subsequently, the Taxpayer and the Spouse claimed a deferral of the gain arising from the disposition of these Class A common shares to Opco in consideration (part) of Class B preferred shares. ...

In consideration for the disposition of the Partnership Units, XXXXXXXXXX will issue two non-interest-bearing promissory notes with an aggregate principal amount equal to the fair market value of the XXXXXXXXXX units at the time of the transfer. ... The second promissory note (the "Non-Tax Note") will be issued for a principal amount equal to the amount of consideration less the amount of the Tax Note. ... F.Provided that, in each case, the aggregate fair market value of the transferred property is not less than the aggregate fair market value of consideration given in exchange, subsection 15(1) will not apply to the transfers of property described in paragraphs 11, 13, 14 and 16 above. ...

Therefore, Parent's Safe Income on Hand for each year in which it deducted an SPTC would be equal to the income earned in that particular year net of its tax liability after the reduction resulting from the SPTC claimed for that particular year, but taking into consideration the outlay in respect of the cost reduction referred to herein. ... However, the negative effect of the Part VII tax would be offset by that portion of the share contribution received from Subco1 that represents the consideration paid by Subco1 for the SPTC. ... Safe Income on Hand Parent SPTC  $100 127.2(8) cost reduction (100) Net effect on Safe Income on Hand Subco1 Part VII tax liability $(100) SPTC 100 127.2(8) cost reduction (100) Consideration received by Subco1 for the SPTC issued to Parent •      Subco2 ITC 0 Part VII tax liability $(100) Consideration received by Subco2 for the SPTC issued to Subco1 •      Subco2 ITC (Year 2 and subsequent 4 years) $ 20 * *Assumes that the tax effect of the capital cost allowance is realized over a period of five years. ...

In determining a question of fact non-arm's length relationship (pursuant to paragraph 251(1)(b) of the Act), persons must be dealing with each other at a particular time and the transaction under consideration must be a real transaction rather than a deemed transaction. ... Treating shares issued pre-1972 differently than those issued post-1971 seems unreasonable in this circumstance considering that the Company was a shell company when it was acquired by XXXXXXXXXX Yet, the literal interpretation of the Act strongly suggests that consideration should be given only to the transaction in which the taxpayer acquired the shares and not to any previous transaction. ... " Therefore, we note that although the object and spirit of a provision is one consideration to be taken into account in interpreting the words of a provision, it is not the only consideration. ...

The basic rule under subsection 84.1(1) is that the maximum amount that can be received by the individual transferor from the purchaser corporation as proceeds in the form of any non-share consideration and the paid-up capital of any share consideration is restricted to the greater of the paid-up capital of the transferred shares and what is generally referred to as the individual's arm's length actual adjusted cost base of the shares. ... X's transfer of the 45 voting common shares of Aco to Yco would depend on a consideration of all of the relevant facts of the particular situation. ... Y had transferred his shares of Aco to his own wife for consideration consisting of a promisory note, the provisions of paragraph 84.1(2)(a.1) would have applied to reduce the wives' adjusted cost base of such shares for purposes of section 84.1 by an amount equal to the capital gains exemption claimed by her husband in respect of such transfer. ...

The total consideration received in respect of the disposition of goodwill referred to in paragraph 40 above consisted of both cash and share consideration. Opco 1 received cash consideration of $XXXXXXXXXX and XXXXXXXXXX Class A common shares of BCO with a value of $XXXXXXXXXX. ... Opco 2 received cash consideration of $XXXXXXXXXX and XXXXXXXXXX Class A common shares of BCO with a value of $XXXXXXXXXX. ...

Under XXXXXXXXXX, in general terms, at least XXXXXXXXXX% of the aggregate value of the merger consideration received by shareholders of Targetco will be in the form of Canco common shares. ... No consideration will be issued in exchange for such shares. (h) Under XXXXXXXXXX no fractional shares of Canco will be issued in the XXXXXXXXXX Merger. ... (i) Under XXXXXXXXXX, Mergeco will issue additional common shares (the "Mergeco Shares") at the Effective Time to Canco in consideration for the issuance by Canco of its common shares to the Targetco shareholders. ...

Principal Issues: Whether a right under a shareholder rights plan, obtained by the Target shareholders on a triangular amalgamation in connection with the acquisition of a common share of Parent, will constitute "consideration" other than a share for the purposes of subsection 87(4) Position: No Reasons: The rights will not be received as consideration by the Target shareholders in the context of the facts described in the ruling. ... The Amalgamation Agreement will provide that the shares of Parent and Amalco, as described in this paragraph, will be the sole consideration for the exchange. ... On the amalgamation as described in paragraph 12 above, Parent will receive common shares of Amalco in exchange for its common shares of Subco and in consideration for issuing its own shares to the former shareholders of Target. ...