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After noting (at para. 77) that his decision was limited to the question as to whether there was any s. 39(2) gain and after noting that the debenture indenture provided that the converting holder was entitled to cash equal to the current market value of any fractional share and that the directors’ resolution issuing the shares on conversion essentially indicated that the fair value of the consideration received for the shares’ issuance was their “Sale Price” (i.e., current market price on the NYSE), Ryer JA stated (at paras.103-104): [T]he Repayment Amount in respect of each Convertible Debenture was, in essence, the US$ amount determined when the “Sale Price” of a Common Share, on each Conversion Date…was multiplied by 71.429. ...

He added (at para. 21): [W]here gross negligence is alleged, I would expect consideration of whether the conduct of the taxpayer at issue is such a marked departure from what would be expected that it constitutes a high degree of negligence sufficient to be characterized as a marked departure from the standards, practices, and due diligence expected of a responsible taxpayer. ...

In consideration, they were permitted to keep the recoveries of alternative minimum tax made by them in the subsequent taxation years. ...

Canada, 2019 FCA 306-- summary under Subsection 55(2) Summary Under Tax Topics- Income Tax Act- Section 55- Subsection 55(2) s. 55(2) operated through denying a s. 53(1)(b) ACB bump An individual rolled his apartment building into a Newco in consideration for a mortgage assumption and shares with nominal paid-up capital, and then rolled those shares into a new Holdco. ...

These considerations were reinforced by the purposes of s. 227.1, which had been judicially stated to be “to strengthen the Crown’s ability to enforce the statutory obligation imposed on corporations to remit source deductions” (para. 25), whereas the Tax Court interpretation “render[ed] this purpose nugatory and pointless” (para. 26). ...

…[O]ne of the considerations that is listed as a relevant factor is the frequency or number of other similar transactions completed by the taxpayer. ...

In determining legal subordination, that is to say, the control over work that is required under Quebec civil law for a contract of employment to exist, a court does not err in taking into consideration as indicators of supervision the other criteria used under the common law, that is to say, the ownership of the tools, the chance of profit, the risk of loss, and integration into the business. ...

The Minister is bound to apply the ETA irrespective of policy considerations. ...

Since the Tax Court had not considered the evidence relating to this point, the matter was referred back to the Tax Court for such consideration. ...

.$86 million to the respondent, effectively in consideration for secured debt and preferred shares, thereby reducing the equity interest of the five arm’s length holders of 51% of the MMV voting common shares to less than 0.01% and also permitting the use of the respondent’s non-capital losses. ...