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Sub2 will transfer its interest in Partnership to Sub1 in consideration for Sub1 Preferred Shares and a non-interest bearing promissory note (the “Sub1 Note”), jointly electing under s. 85(1). ...

Holdings will dispose of its partnership interest in Partnership1 to Taxpayer and, as consideration therefor, Taxpayer will issue additional common shares and an interest bearing promissory note (“Note1”) to Holdings, with a joint s. 85(1) election being made. ...

2015 Ruling 2015-0589471R3- Earnout-- summary under Paragraph 55(2.1)(c) Summary Under Tax Topics- Income Tax Act- Section 55- Subsection 55(2.1)- Paragraph 55(2.1)(c) utilization of safe income as earned through a contemplated succession of dividends of all the annual earnings In connection with the implementation of an earnout transaction for the purchase of Holdco common shares by a key employee, the equal unrelated (corporate) shareholders of Holdco (a Canadian-controlled private corporation holding Opco) first transfer a portion of their Holdco common shares to Opco in consideration for tracking preferred shares of Opco, with Opco immediately selling those shares on a five-year earnout basis to the key employee. ...

Use of terminal loss to bump elected amount As part of the spin-off transactions, Subco will transfer the Property to Newco in consideration for the assumption of liabilities and the issuance of redeemable Newco Preferred shares. ...

With the consent of the Pensioners, the non-resident “Parent” (which actually appears to be an Opco grandparent) assumes these “SERP Obligations” for no consideration. ...

GP II will sell its undivided interest in each property to Partnership for fair market value consideration and then will be wound up. ​​​​​​​ ...

Transactions Amalco MFC will transfer all of its assets to the Fund in consideration for the assumption of its liabilities and the Fund’s agreement to issue Fund Units to the holders of the Amalco MFC Class A and B Shares in satisfaction of the redemption price for their shares (see 2 below), with a joint s. 132.2 election being made in due course. ...

It was proposed that the acquisition by CanSub2 of the ForSub1 shares be followed by their s. 85.1(3) drop-down to a foreign subsidiary of CanSub2 in consideration for common shares of equivalent value. ...

2018 Ruling 2017-0711071R3- Use of subsidiary losses & ITCs after wind-up-- summary under Paragraph 88(1)(e.3) Summary Under Tax Topics- Income Tax Act- Section 88- Subsection 88(1)- Paragraph 88(1)(e.3) purchaser could acquire Lossco’s business through a sub LP and then acquire Lossco, accessing s. 88(1)(e.3) A foreign-owned Canadian-resident corporation (“Taxpayer”) used a subsidiary LP to acquire the sole business of a “Lossco” that was in CCAA proceedings and then, a number of years later (and perhaps well after the completion of the CCAA restructuring) it purchases the shares of Lossco for nominal consideration and winds up Lossco. ...

The former partners or companies related to them enter into contractual arrangement with a newly-incorporated operating company whereby it will be able to utilize goodwill and related assets of the corporation in consideration for paying a licensing fee and also retaining the former partners for agreed-upon per diem fees. ...