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The REIT and FCR LP then transfer (under s. 85(2) in the case of FCR LP) their common shares of FCR to a Newco in consideration for notes and shares of Newco. ...

It did so by transferring that business to a newly-incorporated U.S. subsidiary (Splitco) in consideration for Splitco common shares, and then distributing those shares on the Original Shares (with the Original Shares ultimately being cancelled). ...

The REIT’s purchase (without the benefit of a Plan of Arrangement) was accomplished, in the main, by Luxembourg and Caymans subsidiaries of three non-resident Blackstone-managed funds acquiring the Dutch Co-op for cash and note consideration, winding-up the Bermuda LP (in order to ensure that such gains fell into the right taxation year of the REIT and so that the proceeds were received in the hands of the REIT), and with the cash portion of such proceeds and the subscription by the purchasers for Class B units of the REIT being used to fund a previously declared special distribution on, and then redeem, all the (Class A) Units, thereby giving rise to a deemed year end under ss. 249(4) and 256(9). ...

The two brothers then formed a Newco, whose common shares were held equally by them, and transferred all their shares of Holdco to Newco on a s. 85(1) rollover basis in consideration for notes equal to their shares’ ACB and for preferred shares of Newco. ...

.$86 million to MMV, effectively in consideration for debt and preferred shares, thereby reducing the equity interest of the arm’s length holders of 51% of the MMV common shares to less than 0.00001%. ...

The estate transfers its high ACB/lower PUC prefs of Holdco to Newco under s. 85(1) in consideration for high ACB/high PUC shares of Newco. ...

Although the definition of employment in the Civil Code “places emphasis on the essential characteristic of direction or control,” Boivin JA found that even for Quebec workers “’a court does not err in taking into consideration as indicators of supervision the other criteria used under the common law [Wiebe tests of] the ownership of the tools, the chance of profit, the risk of loss, and integration into the business.’” ...

Before setting aside the CRA Remission Committee’s decision and remitting it for consideration by a different decision maker, Norris J stated that the Committee’s decision was “lacking in justification, transparency and intelligibility.” ...

22 March 2021- 10:51pm CRA rules on a pipeline bump transaction Email this Content CRA ruled on pipeline transactions respecting common shares of Opco which the deceased held on death, in which: the estate redeems common shares of Opco on which the capital gains exemption was claimed, resulting in a deemed dividend and a capital loss, which is carried back under s. 164(6) the estate transfers its common shares of Opco to the Newco newly-incorporated by it mostly in consideration for a demand note of Newco Opco continues to carry on its business for at least 12 months thereafter, and is then permitted to amalgamate with Newco in connection with the amalgamation, Amalco designates, in its return of income for its first taxation year, an amount under ss. 87(11) and 88(1)(c) and (d) to bump the ACB of land that had been held continuously by Opco from before the date of the death until immediately prior to the amalgamation the Newco note is gradually repaid over a period of at least one year after the amalgamation, with Amalco continuing to carry on the business. ...

This reporting was confirmed in the Court of Quebec on the basis inter alia that the equivalent of ITA s. 7(3)(a) established that the stock option rules constituted a “complete code” so that the equivalent to ITA s. 69(1)(b) did not apply to deem the “value of the consideration for the disposition” received by him to be equal to the options’ fair market value of $3M, rather than the nil proceeds in fact received. ...