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IV tax circularity issues are avoided by having a year end for the transferee corporation (Newco) occur between Newco’s purchase for cancellation of its preferred shares held by the distributing corporation (DC) in consideration for a demand note, and DC’s purchase for cancellation its shares held by TC for a demand note (so that TC is subject to Pt. ...

5 February 2001 External T.I. 2001-0067135 F- Dividend-General-- summary under Subsection 84.1(1) Summary Under Tax Topics- Income Tax Act- Section 84.1- Subsection 84.1(1) application of s. 84.1 on sale of 50% shareholding to corporation owned by the transferor and his spouse A, an individual holding 50% of the shares of Bco, with a nominal ACB and PUC, sells those shares to Cco in consideration for a $100,000 note of Cco. ...

CCRA indicated that “its concern is to ensure that the total value of the consideration received in shares (redemption value) and non-shares is equal to the fair market value of the property disposed of pursuant to subsection 85(1).” ...

This would not satisfy CCRA’s “concern … to ensure that the total value of the consideration received in shares (redemption value) and non-shares is equal to the fair market value of the property disposed of pursuant to subsection 85(1).” ...

14 July 2000 External T.I. 2000-0018725 F- TRANSFER ENTRE CONJOINT-- summary under Subparagraph 20(1)(c)(ii) Summary Under Tax Topics- Income Tax Act- Section 20- Subsection 20(1)- Paragraph 20(1)(c)- Subparagraph 20(1)(c)(ii) not appropriate to comment on an interest-deductibility issue under appeal Shares of an SBC of the taxpayer were sold to a spouse in consideration for his assumption of the taxpayer's mortgage on the residence. ...

"Attribution Rules")-- summary under Subsection 74.5(2) Summary Under Tax Topics- Income Tax Act- Section 74.5- Subsection 74.5(2) Where an individual (the transferee) has acquired an income-producing property from his spouse (the transferor) in consideration for a demand promissory note bearing interest at the prescribed rate in effect at the time of the transfer, a subsequent agreement of the transferor to make a loan to the transferee at the lower prescribed rate prevailing at the time of the loan, with the loan proceeds being used to repay the demand promissory note, would not result in the exception in s. 74.5(2) being applicable because the proceeds of the loan would be used to repay the note rather than to generate any income or produce gain. ...

After 12 months, Newco will reduce the PUC of its common shares by an amount equal to the PUC (apparently, all the PUC) of its common shares in consideration for the issuance of eight non-interest-bearing notes payable over 8 quarters. ...

18 December 2002 External T.I. 2002-0130715- Availability of Bump After Amalgamation-- summary under Paragraph 88(4)(b) Summary Under Tax Topics- Income Tax Act- Section 88- Subsection 88(4)- Paragraph 88(4)(b) bottom up and top down amalgamations re Target both work Over 2/3 of the shares of Target (a Canadian public company) are acquired by a taxable Canadian corporation ("TCC") and its subsidiary ("Parent") in exchange for shares of TCC (with Parent first being issued shares by TCC for immediate delivery as the consideration for the Target shares taken up by Parent). ... Therefore… we would apply subsection 88(4) such that the TCC shares issued to the former Target shareholders would be considered to be received as consideration for the acquisition of shares of the subsidiary, NewTarget, (because NewTarget is deemed to be the same corporation as, and a continuation of, Target) by TCC and Parent (which are, respectively, the taxable Canadian corporation and the parent referred to in subparagraph 88(1)(c.4)(iii)). ...

After having incorporated his or her respective TC (TC1 to 3) and subscribed for Class A voting participating shares, each of Son1, Son2 and Mother transfers his or her DC-Class A and DC Class-D shares to such TC in consideration for non-voting retractable Class C shares of TC, electing under s. 85(1). DC transfers pro rata portions of its three types of property (including the Home Quarter and farm equipment to the TCs as tenants-in-common if not yet sold) to the TCs in consideration for non-voting Class D redeemable retractable shares, electing under s. 85(1). ...

2016 Ruling 2015-0571441R3- Dutch Cooperative- 93.2 & 95(2)(c)-- summary under Paragraph 95(2)(c) Summary Under Tax Topics- Income Tax Act- Section 95- Subsection 95(2)- Paragraph 95(2)(c) rollover is available on joint drop-down of shares of a Dutch private limited liability company into a Dutch cooperative in consideration for respective credits to the membership accounts Current structure Forco 1 is held through three stacked Canadian partnerships by two taxable Canadian corporations (Canco 1D and Canco 1A) which, in turn, are indirect wholly-owned subsidiaries of a non-resident parent (“Parent”). ... Each of Forco 2, 3 and 4 will transfer all of its Forco 5 Shares to DC solely in consideration for a credit to its membership account in DC in the amount of the fair market value of the transferred shares. ...