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A conventional pipeline transaction will be implemented respecting the the remaining Class B shares, as well as the Class C shares, of A Co now held by the Estate: The Estate will transfer the shares to its newly-incorporated subsidiary ("Newco") in consideration for a note equal to the ACB of the transferred shares minus $X, and for additional Class A shares, electing under s. 85(1). ... U.S. tax considerations. A Co is a PFIC. The manner of Child 2's removal as an A Co shareholder ensures that he can receive the distribution from A Co "as a capital gain" for Code purposes and avoid the complications of being a PFIC shareholder. ...

By virtue of the First Merger, each common and preferred share of Target was converted into the right to receive the applicable “Merger Consideration,” being the “Share Consideration” (being common shares to be issued by XXXXXXXXXX being the direct (apparently Canadian-resident) parent of Opco – referred to herein as Parent) and the “Cash Consideration.” ... Upon the First Merger occurring, and pursuant to the “Funding Agreement” between Parent, Opco, Merger Sub1 and Merger Sub2: Merger Sub1 issued a number of additional common shares (the “Additional Merger Sub1 Shares”) having an agreed FMV equal to the FMV of the aggregate Share Consideration; and Parent added to the stated capital account maintained for its common shares an amount equal to the aggregate FMV of the Share Consideration. ... The Opco Capital Contribution resulted in an increase in the ACB to Parent of its shares in Opco, pursuant to s. 53(1)(c), in an amount equal to the FMV of the aggregate Share Consideration. ...

Aco will transfer on a s. 85(1) rollover basis to a newly-incorporated subsidiary (“Newco”) all of its Bco Reorganization Shares in consideration for Newco Common Shares. Bco will transfer the Trademarks to Newco in consideration for non-voting redeemable preferred shares (the “Newco Preferred Shares”), electing under s. 85(1), but so as to generate a gain. ... Bco will redeem all of the Bco Reorganization Shares in consideration held by Newco in consideration for a demand non-interest bearing promissory note (the “Bco Note”), and make an eligible dividend designation under s. 89(14) respecting the resulting deemed dividend.. ...

ParentCo will transfer the CanSub1 New Preferred Shares to CanSub2 under s. 85(1) in consideration for common shares. ... CanSub2 will transfer its common shares of ForSub1 to ForSub2 in consideration for common shares. ... CanSub2 will transfer all of its ForSub3 common shares to ForSub2 in consideration for common shares. ...

“shareholders” of Dutch co-op (DC) of FAs in consideration for proportionate “increases” in their membership interests considered to be for “shares” Proposed Transactions Holdco (resident in Canada) transfers a portion of its shares of a Netherlands private limited liability company (“BV”) to a newly-incorporated Canadian subsidiary (“Newco”) under s. 85(1), following which BV is converted to a Dutch cooperative (“DC”), as a result of which all the shares of BV are cancelled and Holdco and Newco automatically become members of DC holding membership interests in proportion to their previous respective shareholdings. The parent of Holdco (“Canco”) then transfers shares of directly-held foreign affiliates (“FAs”) to Holdco in consideration for Holdco shares, and Holdco then transfers such FA shares to DC (and to Newco under s. 85(1)) in consideration for an increase to its membership interest in DC by an amount equal to the FMV of such transferred shares (and for the issuance of Newco shares – with Newco then dropping down its FA shares to DC in consideration for a correlative increase in its membership interest). ...

2016 Ruling 2015-0571441R3- Dutch Cooperative- 93.2 & 95(2)(c)-- summary under Subsection 85.1(3) Summary Under Tax Topics- Income Tax Act- Section 85.1- Subsection 85.1(3) joint contribution of shares of FA to Netherlands co-op in consideration for credits to their respective membership accounts deemed to be for share consideration Ruling respecting the combined operation of s. 95(2)(c) (similar in this regard to s. 85.1(3)) and s. 93.2) on a joint contribution by the three foreign affiliate shareholders of a foreign affiliate of their respective shareholdings to a Dutch co-operative (with membership interests rather than share capital) in consideration for credits to their respective membership interest accounts. ...

Child 2 will transfer all his Class B and common shares of DC to TC under s. 85(1) in consideration for TC common shares. Mother will transfer all her Class B shares of DC to TC under s. 85(1) in consideration for TC non-cumulative non-participating redeemable retractable non-voting Class A special shares. ... As part of such transfer, DC will transfer a percentage interest in the Mother insurance policy, and all of the Child 2 policy, to TC for proceeds determined in accordance with s. 148(7) as the greater of the value of the interest; the FMV of the consideration given therefor; and the adjusted cost basis of the interest and the consideration therefor, in each case being a non-interest bearing demand promissory note in the principal amount equal to the FMV of the policy. ...

MFT will be settled with nominal cash consideration by a Canadian third-party settlor in exchange for one MFT unit. ... MFT will transfer its assets (the same as in 4) to the Fund in consideration for the Fund units having a fair market value equal to the transferred assets. ... Subsequent to the filing of the ss. 132.2 and 132(6.1) elections, MFT will be wound up –with its one outstanding unit cancelled for no consideration. ...

Preliminary transactions Shareholder2 acquired all the marketable securities of Subco 1 in consideration for a demand note. ... Each of TC1 and TC2 will redeem its Class X Preferred Shares in consideration for issuing to DC two non-interest bearing promissory notes. ... TC1 will acquire from TC2 its interest in the Canco1 Loan Note for FMV consideration. ...

A, B and C will each transfer their DC shares to ACo1, BCo1 and CCo1, respectively, under s. 85(1) in consideration for common shares. ... In consideration for such transfers, each of BSub and CSub will assume DC’s liabilities in the same percentage proportion as described in 6 above and issue common shares for the balance of the FMV consideration. ... ACo2, BCo2 and CCo2 will each redeem all of its Class A Preferred Shares owned by DC in consideration for a non-interest bearing demand note. ...