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XX months later, Forco will transfer the New Forco Note to a Canadian subsidiary of Parent (Canco1) in consideration for redeemable retractable non-voting preferred shares of Canco1. ... XX months later, the Partnership will transfer the New GP Note to a Canadian subsidiary of Parent (Canco2) in consideration for redeemable retractable non-voting preferred shares of Canco2. ...

The on-going fees are additional consideration for arranging the sale of the shares and "the Dealer does not at any time after the initial sale of the...Shares perform any other service for the Client or the Client's account." Ruling that the Dealer's Fee received by the Dealer either as a lump-sum payment or as periodic payments for facilitating the initial sale of the […] Shares to the Client, is consideration for an exempt supply of arranging for a financial service under paragraph (l) of the definition of financial service in subsection 123(1). ...

In 2010, Parent sold his shares of Parentco to his child for FMV cash consideration (thereby realizing gain at which time the marketable securities were the only assets of Parentco.) The child shortly thereafter transferred the shares of Parentco to a newly incorporated corporation ("Childco") in consideration for a demand promissory note, and wound-up Parentco. ...

2001 Ruling 2001-0110363- XXXXXXXXXX-- summary under Paragraph 88(4)(b) Summary Under Tax Topics- Income Tax Act- Section 88- Subsection 88(4)- Paragraph 88(4)(b) Amalgamated Target is successor of different predecessors for 88(1)(c.4)(iii) and s. 88(1)(c) midamble purposes Completed bid Pubco and its wholly-owned subsidiary Acquisitionco acquired all the shares of Target in consideration for Pubco shares (with Pubco issuing Pubco shares for delivery by Acquisitionco as consideration to those shareholders of Target transferring their shares to Acquisitionco). ...

A and B), who each hold a 50% block of the common shares of a small business corporation (Dividend Payor) having a fair market value of $1.5M and nominal adjusted cost base and paid-up capital, and safe income on hand of perhaps $1M, transfer their respective shareholdings to wholly-owned Newcos (Holdco A and Holdco B), utilizing the s. 85(1) rollover, in consideration for common shares of Holdco A and Holdco B with the same attributes (FMV- $1.5M; nominal ACB and PUC). Each of the two Holdcos then transfers its common shares of Dividend Payor under s. 85(1) to Dividend Payor in consideration for the issuance by Dividend Payor of preferred shares, also with such attributes (FMV- $1.5M; nominal ACB and PUC). ...

Proposed transactions: LossCo will amend its prior years' returns to claim unclaimed capital cost allowance, thereby increasing its non-capital losses the terms of the LossCo Indebtedness will be amended to make them convertible into two new interest bearing debt obligations: the LossCo Note A Indebtedness, bearing interest at LIBOR and ranking pari passu with the general creditors; and the LossCo Note B Indebtedness bearing interest at LIBOR plus X% and ranking junior to the general creditors ProfitCo will then exercise this conversion right ProfitCo will transfer the LossCo Note B Indebtedness to newly-incorporated Canadian subsidiary in exchange for one share of Newco ProfitCo will sell Newco to LossCo for $X, subject to a price adjustment clause "whereby LossCo will issue a demand promissory note to ProfitCo in an amount equal to the amount of any price adjustment" Newco will be wound up into LossCo to make an election under s. 80.01(4) in respect of the settlement of the LossCo Note B Indebtedness; as a result of such settlement, LossCo will become solvent ProfitCo will transfer assets including depreciable property to LossCo in consideration for redeemable retractable preferred shares, electing under s. 85(1), with the transferred assets being leased back one day later, the preferred shares will be redeemed in consideration for the transfer of the assets back to ProfitCo on a non-rollover basis Rulings: the addition of the conversion feature will not result in a disposition of the LossCo Indebtedness provided that there was no novation or rescission of the debt s. 51.1 will apply to the conversion, and no forgiven amount will arise the loss denied under s. 40(2)(e.1) on the transfer of the LossCo Note B Indebtedness to Newco will be added to the adjusted cost base of that debt to Newco under s. 53(1)(f.1) no forgiven amount will arise on the settlement of the LossCo Note B Indebtedness on the taxable transfer-back of the assets, LossCo will utilize its non-capital losses to offset recapture income; and Profitco will acquire such assets at a cost amount and undepreciated capital cost equal to their fair market value [no mention of 1/2 step up limitation in s. 13(7)(e)] ...

Proposed transactions Canco1 will transfer all of the outstanding Forco1 shares, and the "Forco1 Receivable" owing to it, to Finco (a newly-incorporated Luxembourg public limited company subsidiary) in consideration for mandatorily redeemable preferred shares (MRPS) of Finco. Canco1 will transfer all of the outstanding (ordinary and MRPS) Finco shares and the Forco1 Receivable to Canco2 in consideration for Canco2 shares. ...

The three shareholder groupings (comprising a Holdco and Trust) will transfer their DC Amalco shares to their TC in consideration for shares of that TC (with appropriately limited stated capital), electing under s. 85(1). DC Amalco will transfer to a Subco of each TC a pro rata portion of each of its three types of property (determined on a net basis) in consideration for the assumption of liabilities and the issuance of redeemable preferred shares, election under s. 85(1). ...

Drop-down of Canadian Spin-off Business to Newco DC will transfer its assets of the Spin-off Business to a newly-incorporated subsidiary (Newo) in consideration for assumption of liabilities and the issuance of common shares (para 74-75). ... DC transfers its common shares of Newco to TC in consideration for TC preferred shares (para. 80). ...