Search - consideration

Principal Issues: A corporation assumed a debt repayable in the future for consideration equal to the debt's present value. ... Pursuant to the agreement, A Co was to receive $XXXXXXXXXX from E Co as consideration for agreeing to pay C Co $XXXXXXXXXX. ... In our view, the fact that A Co has a legal obligation to repay $XXXXXXXXXX in XXXXXXXXXX is an important consideration but it is not the only consideration in determining the appropriate amount to include in A Co's capital. ...

The provisions of paragraph 110.6(7)(b) of the Act would not apply as property has not been acquired by a corporation for consideration that does not approximate the fair market value of the property. ... Similarly, if the adjusted cost base of the property to be transferred is based on a V-day valuation, then the the appropriate minimum amount of the consideration should be equal to the V-day value of the property. If the property to be transferred is depreciable property and the transferor had unexpired non-capital losses at the time of the rollover, these losses would affect the amount of consideration that would be acceptable. ...

In consideration for the capital contribution, the charity undertakes to pay the donor a specified amount for the life of the donor. ... You mention that the consideration for the issue of an annuity would be the lesser of the capital contribution and the amount that would be charged by a commercial annuity issuer. ... In your view, IT-111R appears to treat the excess of the individual's contribution over the gift recognized as the consideration for the annuity issued by the charity, and as such you assume that the gift component that is not recognized (the difference between the consideration for the annuity as determined in IT-111R and the amount that would be charged by a commercial annuity issuer) is considered to be an annuity reserve. ...

For trust law purposes, the trust receives the cash consideration as a part of its capital (none of the provisions of the trust deem the proceeds from the redemption of shares to be ‘income’ of the trust). The trustees distribute the cash consideration as a capital distribution to the capital beneficiaries of the trust before the end of the trust’s taxation year in which the shares were redeemed. ... To the extent that any payment of the amount is made in-kind, other legal and tax considerations would need to be taken into account. ...

Appeals' position: Par. 2 of IT 113R3 defines issue as: "to deliver unissued shares of a corporation including unissued shares for no monetary consideration." ... The word "issue" means to issue treasury shares of a corporation, including an issue of treasury shares for no monetary consideration. ... I would be reluctant to state in the bulletin that Sec. 7 does not apply where a corporation has to reacquire its own shares before transferring them (for no consideration) to an employee. ...

The provisions of paragraph 110.6(7)(b) of the Act would not apply as property has not been acquired by a corporation for consideration that does not approximate the fair market value of the property. ... Similarly, if the adjusted cost base of the property to be transferred is based on a V-day valuation, then the appropriate minimum amount of the consideration should be equal to the V-day value of the property. If the property to be transferred is depreciable property and the transferor had unexpired non-capital losses at the time of the rollover, these losses would affect the amount of consideration that would be acceptable. ...

On XXXXXXXXXX, Canco Predecessor 1 acquired (i) the shares of Canco Sub 1 from Forco in consideration for shares in the capital of Canco, and (ii) the shares of Canco Predecessor 2 from Canco Creditor 1 in consideration for Canco Creditor 1 Note. 4. ... New Partnership will then transfer the note to New Holdco in consideration for a promissory note of New Holdco. ... The transactions described in Paragraph 55(a), (b) and (c) are driven solely by business considerations. ...

The purpose of the foregoing adjustment to the Series 2 Exchange Ratio is to proportionately reduce the entitlement of the holders of Series 2 Exchangeable Shares to Class A Units in the event they redeem Series 2 Exchangeable Shares in consideration for Class A Units after the XXXXXXXXXX anniversary of the Closing Date but before the Subordination End Date to the extent that average quarterly distributions made on the Class B Units are less than the target average quarterly distributions of $XXXXXXXXXX per unit (i.e. ... In Paragraph 31, delete the first sentence and replace it with "Each of the Tax-Deferred Shareholders will sell a portion of its common shares in Holdings to Acquireco 1 in consideration for Series 1 and Series 2 Exchangeable Shares of Acquireco 1 (and corresponding Special Voting Units), which will reflect the retained interest of the Tax-Deferred Shareholders in the Fund. ... Subparagraph 44(a.1) is added and states that: "each holder of Series 2 Exchangeable Shares of Acquireco 1 will receive exchangeable shares of Amalco with substantially similar terms (also referred to hereinafter as the "Series 2 Exchangeable Shares") on a one-for-one basis in consideration for Series 2 Exchangeable Shares of Acquireco 1;" Changes to PURPOSE OF PROPOSED TRANSACTIONS 18. ...

The XXXXXXXXXX shares are preferred non-voting shares, entitled to a monthly non-cumulative dividend of XXXXXXXXXX% of the amount of the consideration for which the shares were issued and redeemable and retractable for the consideration for which such shares were issued. ... As sole consideration therefor, Nasco will issue XXXXXXXXXX additional voting common shares (XXXXXXXXXX) to ACO. ... As consideration therefor, New BCO will issue to BCO an additional XXXXXXXXXX common shares. ...

Although the Newco Class G preferred shares have a par value of $XXXXXXXXXX each the aggregate par value of the Newco Class G Preferred shares to be issued as consideration for the DC Common shares and the aggregate par value of the Newco Class G Preferred shares to be issued as consideration for the DC Class B Preferred share will not exceed the aggregate PUC of the DC shares of the particular class to Mr. ... The consideration received by DC for each Eligible Property will include Newco Class H Preferred shares. ... In addition, the par value of the Newco Class H Preferred shares that will be issued as consideration for an Eligible Property will not exceed the cost of the Eligible Property to Newco (as determined by the provisions of section 85) less the aggregate of the fair market value of any liabilities of DC assumed by Newco as consideration for the Eligible Property and the fair market value of the portion of the Newco Asset Purchase Note allocated as consideration for the particular Eligible Property. 15. ...