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Under the proposed transactions: the estate transfers all its shares of Opco on an s. 85(1) rollover basis to Newco in consideration for a demand note and Class B non-voting, non-cumulative preferred shares of Newco. each of the children, who are equal beneficiaries, transfer their preferred shares and common shares of Opco on an s. 85(1) rollover basis to Newco in consideration for Class C non-voting, non-cumulative preferred shares of Newco. at least 12 months later, Newco and Opco amalgamate, with the note then being repaid on a quarterly basis over a minimum period of one year, with Amalco then being wound up into the estate. ...

12 October 2021- 10:30pm Creditors wishing to acquire the assets of a debtor in CCAA proceedings may weigh the respective merits of a credit bid or reverse vesting transaction Email this Content Under a credit bid, which allows existing secured creditors to bid up to the full face amount of their secured debt claim as currency for the acquisition of the debtor’s assets, the secured debt may be transferred by the secured creditors to a newly-established “CreditBidCo” in consideration for equity, so that CreditBidCo then acquires the debtor’s assets (and assumes some operating liabilities), with the full amount of its secured debt claim being extinguished. ... Greater certainty on s. 79 not applying may be achieved with a three-party arrangement under which CreditBidCo would directly acquire the debtor’s assets, and in consideration it would issue its shares to the secured creditors who would agree to the extinguishment of their debt claims against the debtor. ... Summaries of Janette Pantry, Carrie Smit, "Tax Considerations in Restructuring under the Companies’ Creditors Arrangement Act", draft 2020 CTF Annual Conference paper under s. 128(1)(g), s. 80(1) – forgiven amount, s. 80(1) – forgiven amount- para. ...

The rule under s. 160(5)(c) (deeming there to be a net property transfer to the current or future tax debtor under s. 160(1)(e)(i)) is deficient in that it should: include the benefit of substituted property for the consideration received, and any property received by the transferor by virtue of the ownership of such property (otherwise than as proceeds of disposition), refer to valuation at end of the series rather than throughout the series, not be adversely engaged due to FMV fluctuations from external factors such as stock market trading or FX fluctuations, and not be engaged where there is a cancellation of the debt or other securities received that represents a payment for value. For example, there should not be considered to be a deemed depletion of value if: Shares of a corporation (Holdco) purchased for FMV consideration by the future tax debtor from the non-arm’s length (NAL) seller become worthless as part of the series due to a dividend-in-kind by Holdco to such future tax debtor of all its assets (i.e., shares of Opco); or The tax debtor assigns a note, equaling the FMV of assets sold by it to the NAL purchaser, to that purchaser’s parent, for FMV consideration, followed by a cancellation of that debt on a s. 88(1) wind-up. ...

W4N sold its intellectual property, goodwill and some of its other business assets to EMC for consideration including two “capital dividend” notes totaling $22 million (which were later distributed) and a “Balance Note” for $19.75 million. Souty and the holding company for Foix (Virtuose) sold special voting shares of W4N to EMC Canada for nominal consideration so as to effect an acquisition of control of W4N. The balance of the shares of W4N now were sold directly, or through a sale of shares of Virtuose, to EMC Canada for cash consideration of around $14 million. ...

The transactions might entail the sale of some Target shares to the purchaser to utilize capital gains exemption, sale of Target assets (preferably mostly goodwill rather than appreciated real estate in light of Part IV tax considerations) to the purchaser and redemption of Target shares held by purchaser. ... In a hybrid transaction in which a redemption of the shares will trigger a deemed dividend, an exemption in s. 191(4) will treat the deemed dividend as an excluded dividend, so as to exempt it from Part VI.1 tax, where the specified amount for which the shares are redeemed does not exceed the fair market value of the consideration for which they were issued.   ...

" After noting that the VAT "broad principle is that tax on the ultimate value of the product is levied only once," Lord Sumption found that "the effect of the KPMG scheme was to enable the Pendragon Group to sell demonstrator cars second-hand under the margin scheme in circumstances where VAT had not only been previously charged but fully recovered…[so that a] system designed to prevent double taxation on the consideration for goods has been exploited so as to prevent any taxation on the consideration at all. ...

20 June 2016- 12:01am CRA indicates that a discretionary dividend will not reduce safe income attributable to the other class of discretionary dividend shares to the extent the dividend is taxable under s. 55(2) Email this Content Opco has safe income of $1M, an aggregate fair market value of $2M and two unrelated corporate shareholders holding equal numbers of Class A and B discretionary dividend common shares which they both had acquired on incorporation for nominal consideration. Rather than repurchasing the Class B shares of the second shareholder for $1M, Opco pays a dividend of $1M on the Class B shares and repurchases all those shares for nominal consideration. ...

Before answering, the Court questioned whether the NEC booking fees were consideration for a separate supply, stating that it previously had held “that the additional charges invoiced by a service provider to its customers, where the latter pay for those services by credit card…do not constitute consideration for a supply of services distinct and independent from the principal supply of services in respect of which that payment was made.” ...

Public shareholders will be offered cash or shares of SIRI for their Company shares, subject to proration based on a maximum share consideration. ... Slaight, Oblelysk and the Guarantor will receive only shares of the Purchaser as their sale consideration (much of it in the form of non-voting prefs in the case of the Guarantor.) ...

., it has caused the formation of a U.K. plc (“Jackpotjoy”) which (except for those Canadian shareholders who have elected for rollover treatment) will issue its shares to the Intertain shareholders under an OBCA Plan of Arrangement in consideration for transferring all but one of their shares to a grandchild Canadian subsidiary of Jackpotjoy (“ExchangeCo”) and for transferring the remaining common share to Jackpotjoy, for contribution down the chain to ExchangeCo. ... When an exchangeable shareholder retracts (or AmalCo gives notice of redemption), the immediate parent of AmalCo (“CallCo”) will exercise its overriding call right, so that the exchangeable shareholder will transfer its exchangeable shares to CallCo, CallCo will issue shares to Jackpotjoy and in consideration therefor Jackpotjoy will direct the Jersey company to deliver the relevant number of Jackpotjoy Shares to the former exchangeable shareholder. ...