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Canada, 2023 SCC 16-- summary under Subsection 111(5) Summary Under Tax Topics- Income Tax Act- Section 111- Subsection 111(5) rationale of s. 111(5) addresses where there is a change in the identity of those behind a corporation The non-capital losses of $90M, and other tax attributes (the “Tax Attributes”) of the taxpayer, were effectively sold to arm’s length investors pursuant to transactions under which: The existing shareholders of the taxpayer exchanged their shares for shares of a “Newco” under a Plan of Arrangement A venture capital company facilitator (Matco) entered into an “Investment Agreement” with the taxpayer and Newco pursuant to which Matco (principally in consideration for $3M in cash) acquired a debenture of the taxpayer that was convertible into shares representing 79% of its equity shares but only 35% of its voting shares. ...

She concluded (at para. 94): There is nothing in the Treaty suggesting that a single‑purpose conduit corporation resident in Luxembourg cannot avail itself of the benefits of the Treaty or should be denied these benefits due to some other consideration such as its shareholders not being themselves residents of Luxembourg. ...

Canada, 2023 SCC 16-- summary under Subsection 245(4) Summary Under Tax Topics- Income Tax Act- Section 245- Subsection 245(4) a transaction where a Lossco became subject to control rights similar to de jure control abused the rationale of s. 111(5) The non-capital losses of $90M, and other tax attributes (the “Tax Attributes”) of the taxpayer, were effectively sold to arm’s length investors pursuant to transactions under which: The existing shareholders of the taxpayer exchanged their shares for shares of a “Newco” under a Plan of Arrangement A venture capital company facilitator (Matco) entered into an “Investment Agreement” with the taxpayer and Newco pursuant to which Matco (principally in consideration for $3M in cash) acquired a debenture of the taxpayer that was convertible into shares representing 79% of its equity shares but only 35% of its voting shares. ...

Among other considerations, he indicated: “Dow’s position would upset Parliament’s choice to leave judicial review of discretionary administrative acts to the Federal Court, where an appropriate standard of reasonableness review may be applied and where the proper administrative law remedies are available” (para. 5). ...

. … … For Rule 2(b) to apply, the goods under consideration must, in accordance with Rule 1, meet the description contained in that heading in whole or in part (once the relevant Chapter, Section, or Explanatory Notes are taken into account) — in this case, as “[g]loves, mittens [or] mitts” under heading 62.16, or as “articles of plastics” under heading 39.26. ...

Similar considerations indicated that’s. 227(4.1) did not create a trust that accorded with common law concepts. ...