Search - consideration

The basic rule under subsection 84.1(1) is that the maximum amount that can be received by the individual transferor from the purchaser corporation as proceeds in the form of any non-share consideration and the paid-up capital of any share consideration is restricted to the greater of the paid-up capital of the transferred shares and what is generally referred to as the individual's arm's length actual adjusted cost base of the shares. ... X's transfer of the 45 voting common shares of Aco to Yco would depend on a consideration of all of the relevant facts of the particular situation. ... Y had transferred his shares of Aco to his own wife for consideration consisting of a promisory note, the provisions of paragraph 84.1(2)(a.1) would have applied to reduce the wives' adjusted cost base of such shares for purposes of section 84.1 by an amount equal to the capital gains exemption claimed by her husband in respect of such transfer. ...

The total consideration received in respect of the disposition of goodwill referred to in paragraph 40 above consisted of both cash and share consideration. Opco 1 received cash consideration of $XXXXXXXXXX and XXXXXXXXXX Class A common shares of BCO with a value of $XXXXXXXXXX. ... Opco 2 received cash consideration of $XXXXXXXXXX and XXXXXXXXXX Class A common shares of BCO with a value of $XXXXXXXXXX. ...

Under XXXXXXXXXX, in general terms, at least XXXXXXXXXX% of the aggregate value of the merger consideration received by shareholders of Targetco will be in the form of Canco common shares. ... No consideration will be issued in exchange for such shares. (h) Under XXXXXXXXXX no fractional shares of Canco will be issued in the XXXXXXXXXX Merger. ... (i) Under XXXXXXXXXX, Mergeco will issue additional common shares (the "Mergeco Shares") at the Effective Time to Canco in consideration for the issuance by Canco of its common shares to the Targetco shareholders. ...

Principal Issues: Whether a right under a shareholder rights plan, obtained by the Target shareholders on a triangular amalgamation in connection with the acquisition of a common share of Parent, will constitute "consideration" other than a share for the purposes of subsection 87(4) Position: No Reasons: The rights will not be received as consideration by the Target shareholders in the context of the facts described in the ruling. ... The Amalgamation Agreement will provide that the shares of Parent and Amalco, as described in this paragraph, will be the sole consideration for the exchange. ... On the amalgamation as described in paragraph 12 above, Parent will receive common shares of Amalco in exchange for its common shares of Subco and in consideration for issuing its own shares to the former shareholders of Target. ...

In regard to the issuance of shares, the stated capital account reflects (a) the par value of shares issued with a par value, (b) the amount ascribed by the directors for shares issued without par value or, in some jurisdictions, the fair market value of the consideration received for shares issued without par value, (c) a reduction for discounts granted (where permitted) for par value shares, and (d) a reduction for unpaid amounts (where permitted) for any issue. ... Canadian corporate law statutes generally provide that a corporation shall add the full amount of consideration it receives for any shares it issues to the appropriate stated capital account, 1 but shall not add an amount greater than the full amount of the consideration so received. 2 In addition, the corporate law statutes generally provide that a share shall not be issued until the consideration for the share is fully paid in money or in property or past services that are not less in value than the fair equivalent of money that the corporation would have received if the share had been issued for money. 3 Assuming that Opco is governed by similar corporate laws, Opco will not be permitted to issue the 30 Opco Shares to A unless the 30 Aco common shares to be received by Opco as consideration have a value of $300, being the fair equivalent of money that Opco could receive if it issued 30 Opco Shares for cash. ... This is because the 30 Opco Shares issued for $300 of cash consideration should have a fair market value of $300 immediately after their issuance as those 30 Opco Shares will in substance represent a 30/130 share in Opco's assets, which should have a fair market value of $1,300. ...

$XXXXXXXXXX consideration. XXXXXXXXXX. 12. On XXXXXXXXXX, Distributing incorporated Canholdco and subscribed for common shares for $XXXXXXXXXX consideration. 13. ... Parent will incorporate "Newco", a wholly-owned Canadian resident general purpose subsidiary corporation and subscribe for common shares for nominal consideration. Newco will then incorporate a wholly-owned Canadian resident general purpose subsidiary corporation, "Subnewco", and will subscribe for common shares for nominal consideration. 18. ...

Ces actions ont été émises pour une considération globale de XXXXXXXXXX $. 5. ... La Fiducie souscrira à XXXXXXXXXX actions de la catégorie « A » pour une considération globale de XXXXXXXXXX $, soit XXXXXXXXXX $ par action. ... Mme Y souscrira à XXXXXXXXXX actions de la catégorie « A » pour une considération globale de XXXXXXXXXX $, soit XXXXXXXXXX $ par action. ...

For the purpose of determining the specific country in which a particular business is carried on, different factors should be taken into consideration, including where the operations in substance or profit generating activities take place. ... Whether a particular apportionment of the consideration paid is reflective of the actual payments described in the exemption under subparagraph 212(1)(d)(vi) depends namely on the legal nature of what is being provided under the mixed contract, the legal relationships between the parties and the facts of the particular situation including the commercial reality of the parties and the consideration paid in these circumstances. In determining if the apportionment provided under the License Agreement is prima facie reflective of the obligation of the parties under subsection 212(1), consideration could be given, namely, to whether the parties had divergent interests in respect of the apportionment. ...

The initial Foreign Spinco XXXXXXXXXX was issued to Forco 3 in consideration for $XXXXXXXXXX USD. ... The initial Foreign Spinco Finco XXXXXXXXXX was issued to Foreign Spinco in consideration for $XXXXXXXXXX USD. ... Immediately following the DC ULC Transfer, Canco 1 (which is not a member of the DC ULC Group) will sell to TC ULC GP (which is not a member of the DC ULC Group) its: (a) XXXXXXXXXXCanGP 2 unit in consideration for $XXXXXXXXXX USD; (b) XXXXXXXXXX CanLP 7 unit in consideration for $XXXXXXXXXX USD; (c) XXXXXXXXXX CanLP 11 unit in consideration for $XXXXXXXXXX USD; (d) XXXXXXXXXX CanLP 12 unit in consideration for $XXXXXXXXXX USD; (e) XXXXXXXXXX CanLP 13 unit in consideration for $XXXXXXXXXX USD; (f) XXXXXXXXXX CanLP 14 units in consideration for $XXXXXXXXXX USD; (g) XXXXXXXXXX CanLP 15 unit in consideration for $XXXXXXXXXX USD; (h) XXXXXXXXXX CanLP 18 unit in consideration for $XXXXXXXXXXUSD; and (i) XXXXXXXXXX CanLP 19 unit in consideration for $XXXXXXXXXXUSD. ...

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