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XXXXXXXXXX ownership of the common shares of Gco is subject to an irrevocable option (the "Gco Option") in favour of Mco Canada under which Mco Canada may at any time purchase from XXXXXXXXXX all but not less than all of the common shares of Gco for consideration equal to their fair market value at the time of any such exercise. ... The authorized share capital of Parentco Subco will consist of: (1) an unlimited number of non-voting preferred shares (the "Parentco Subco Preferred Shares"), each of which will be redeemable at the option of the issuer and retractable at the option of the holder at any time for an amount (the "Redemption Amount") equal to, (1) the fair market value of the property received by Parentco Subco in exchange for the issuance of such shares, divided by (2) the number of Parentco Subco Preferred Shares issued as consideration for such property; and (2) an unlimited number of voting common shares (the "Parentco Subco Common Shares"). ...

Historique de la détention des actions de SOCÉDANTE Le XXXXXXXXXX, SOCÉDANTE a émis XXXXXXXXXX actions de catégorie "A" en faveur de LICO (XXXXXXXXXX actions) et PORTCO2 (XXXXXXXXXX actions), pour une considération totale de XXXXXXXXXX $. ... PORTCO1 souscrira à XXXXXXXXXX actions de catégorie "A" du capital-actions de NOUCO pour une considération de XXXXXXXXXX $. ...

2019 Ruling 2019-0793281R3 F- Post-mortem Hybrid Pipeline Unedited CRA Tags 84(2), 84.1, 245(2) Principales Questions: 1) Whether section 84.1 will apply to deem the Estate to have received a dividend upon the disposition of shares to the new company. 2) Whether subsection 84.1 will apply to reduce the PUC on the shares of the new company received as consideration for the disposition of the shares. 3) Whether subsection 84(2) applies to the proposed transactions. 4) Whether subsection 245(2) applies to the proposed transactions. ... Le contrat de vente contiendra une clause de rajustement de prix à l’effet que les parties ont effectué les transferts décrits aux paragraphes 55, 56 et 58 à la JVM et qu’elles ajusteront le prix de vente ainsi que la considération reçue si l’ARC évaluait les biens à une valeur différente convenable aux parties. 61. ...

Answer In order for the so-called 60 day "clawback" rule to apply in the above situation, the following requirements must be adhered to: 1)     the CEE must be incurred by Drillco within 60 days after the end of the calendar year (March 1, 1989); 2)     the CEE must be an expense described in subparagraph 66.1(6)(a)(i), (ii.1) or (iii); 3)     before the end of the 1988 calendar year, a flow-through share agreement providing for the flow-through of CEE was entered into between Drillco and a person, and the person paid the consideration for the flow-through shares in money before that time; 4)     Drillco and the person must deal with each other at arm's length throughout the 60 days; and 5)     Drillco renounces the CEE to the person in accordance with subsection 66(12.6) of the Act within 90 days after the end of the calendar year, i.e. by March 31, 1989. ... However, as this matter is presently under consideration by our Department, we are unable to comment further at this time. ...

Answer In order for the so-called 60 day "clawback" rule to apply in the above situation, the following requirements must be adhered to: 1) the CEE must be incurred by Drillco within 60 days after the end of the calendar year (March 1, 1989); 2) the CEE must be an expense described in subparagraph 66.1(6)(a)(i), (ii.1) or (iii); 3) before the end of the 1988 calendar year, a flow-through share agreement providing for the flow-through of CEE was entered into between Drillco and a person, and the person paid the consideration for the flow-through shares in money before that time; 4) Drillco and the person must deal with each other at arm's length throughout the 60 days; and 5) Drillco renounces the CEE to the person in accordance with subsection 66(12.6) of the Act within 90 days after the end of the calendar year, i.e. by March 31, 1989. ... However, as this matter is presently under consideration by our Department, we are unable to comment further at this time. ...

The trust will enter into a pipeline type transaction by transferring the shares of the capital-stock of the CCPC to a newly created corporation in consideration for shares of the capital stock of the new corporation. ... The newly created corporation will gradually reduce the paid-up capital of the shares of its capital stock held by the trust. 1) Whether section 84.1 applies to reduce the PUC of the shares of the capital stock of the new corporation received by the trust as consideration for the disposition of the shares of the capital stock of the CCPC. 2) Whether subsection 84(2) will apply to the proposed transactions. 3) Whether subsection 245(2) will apply to the proposed transactions. ...