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(b) Each of B, C, D and E will transfer their respective XXXXXXXXXX Class B common shares of DC to ACo and, as consideration therefor, ACo will issue to each of them XXXXXXXXXX Class B common shares of its capital stock having an aggregate FMV equal to the aggregate FMV of the XXXXXXXXXX Class B common Shares of DC transferred to ACo by each of them. ... (c) F will transfer his XXXXXXXXXX Class A common shares of DC to BCo and, as consideration therefor, BCo will issue XXXXXXXXXX Class A common shares of its capital stock having an aggregate FMV equal to the aggregate FMV, at that time, of the XXXXXXXXXX Class A common shares of DC transferred to BCo by F. ... The consideration to be issued by ACo and BCo 23. As consideration for the property so transferred by DC as described in paragraph 20 above, each of ACo and BCo will: (a) Assume their pro-rata share of DC's liabilities. ...

.- Other Consideration If the CRA could accept Amalco's adjustment request, the CRA could not refund to Amalco its overpayment for the year XXXXXXXXXX because of paragraph 164(1)(b). ...

23 August 2016 External T.I. 2015-0614981E5- Foreign Share for share Exchange Unedited CRA Tags 85.1(5), 85.1(6) Principal Issues: In the context of a foreign share for share exchange, where a vendor receives newly-issued shares of the purchaser and non-share consideration for each exchanged share, but the purchaser's offer does not indicate which fraction of each exchanged share is exchanged in consideration for the newly issued shares of the purchaser and which fraction of each exchanged share is exchanged for non-share consideration, can the rollover in subsection 85.1(5) still apply to the portion of the tendered shares that are exchanged solely for share consideration? ... The fraction of the total consideration that this cash represents could not be determined until the date of the exchange because the total exchange consideration was dependent upon the average trading price of Foreign Purchaser’s shares (within a fixed range) immediately before the exchange. ... The purchaser’s offer must clearly indicate which fraction of each exchanged share is exchanged in consideration for the newly issued shares of the purchaser and which fraction of each exchanged share is exchanged for non-share consideration. ...

Robert Gagnon 957-2108 Le 11 octobre 2002 2002-015686 ROUND TABLE ON FEDERAL TAXATION APFF- 2002 CONVENTION Question 16 Subsections 85.1(1) and 85.1(5) (Consideration other than Shares Paragraphs 85.1(2)(d) and 85.1(6)(c) provide that, for the purposes of applying subsections 85.1(1) and 85.1(5) respectively, the said subsections cannot apply if the vendor of shares of a corporation receives property other than shares of the purchaser corporation as consideration for the exchanged shares. ... Is it the CCRA's opinion that, for the purposes of subsections 85.1(1) and 85.1(5), the vendor receives consideration other than shares of the capital stock of the purchaser corporation in the situation described above? CCRA's Reply It seems to us that in general, in such a situation, the vendor receives upon the exchange a right to receive some shares of the purchaser corporation, and this right constitutes consideration other than a share of the capital stock of the purchaser corporation. ...

Teixeira (613) 957-2095 November 16, 1998 Dear Sir: Re: Transfer of eligible capital property and redemption of shares received as consideration This is in reply to your letter of July 28, 1998 in which you requested our comments on the redemption of shares issued by a corporation in consideration for the transfer of eligible capital property, in respect of a business of an individual, pursuant to subsection 85(1) of the Income Tax Act. ... On the redemption of the shares issued in consideration for the transfer of the eligible capital property, the amount paid by the corporation on the redemption of those shares in excess of the amount of the paid-up capital in respect of those shares immediately before the redemption is deemed by subsection 84(3) to have been a dividend received by the holder of those shares. ...

Teixeira (613) 957-2095 November 16, 1998 Dear Sir: Re: Transfer of eligible capital property and redemption of shares received as consideration This is in reply to your letter of July 28, 1998 in which you requested our comments on the redemption of shares issued by a corporation in consideration for the transfer of eligible capital property, in respect of a business of an individual, pursuant to subsection 85(1) of the Income Tax Act. ... On the redemption of the shares issued in consideration for the transfer of the eligible capital property, the amount paid by the corporation on the redemption of those shares in excess of the amount of the paid-up capital in respect of those shares immediately before the redemption is deemed by subsection 84(3) to have been a dividend received by the holder of those shares. ...

Would a subsection 162(7.3) penalty apply in various scenarios involving a tax preparer that prepares a return for consideration, but for some reason, the taxpayer decides to file that prepared return or a different return in paper format? ... Subsection 150.1(2.3) requires a tax preparer to file any return of income prepared by the tax preparer for consideration by way of electronic filing, except that 10 of the returns of corporations and 10 of the returns of individuals may be filed other than by way of electronic filing. ... Would the subsection 162(7.3) penalty apply where a tax preparer prepares a return for consideration, but for some reason, the taxpayer decides to file that prepared return or a different return in paper format? ...

What considerations go into the determination of whether or not there has been a misrepresentation? ...

Carruthers A/Large File Case Manager (613) 670-9000 2015-057429 Payment in consideration for the termination of XXXXXXXXXX We are writing in response to your email dated XXXXXXXXXX which was forwarded to us by the Large Business Audit Division of the International and Large Business Directorate (ILBD) of the Compliance Programs Branch (CPB). ... Conclusion Based on our understanding of the relevant circumstances as described above, in our view, the Early Termination Payment will be made by Canco to Forco as consideration for the termination of the XXXXXXXXXX under which rent would have been payable for the use of the Canadian XXXXXXXXXX Property. ... In that case, the Court dismissed the taxpayer's appeal from an assessment made under Part XIII of the Act where the tax had been assessed on a payment made as consideration for the anticipatory breach of an agreement under which rent would have been payable for the use in Canada of an offshore drilling rig. ...

A reorganization will take place in the United Kingdom whereby all the shares of UK1 will be cancelled; as consideration for the cancellation UK2 will issue its own shares to the previous shareholders of UK1; and UK1 will issue shares to UK2 equal to the shares cancelled. ...