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After preliminary transactions to convert Holdco to a wholly-owned subsidiary of Investco on a taxable basis and to pay capital and taxable dividends from Investco to the estate, the deceased’s children (who also held shares of Investco) transferred those shares on a rollover basis to a Newco formed by the estate, the estate transferred its Investco shares to Newco in consideration for a note and shares- and, after the requisite time, Newco and Investco were to be amalgamated and the note gradually repaid. ...

The Purchaser (a limited partnership) then subscribed for REIT units in consideration for cash and “Subscription Notes” issued by it to the REIT. ...

The trusts were then to engage in pipeline transactions in which the two companies’ shares were to be transferred to a ULC Newco in consideration mostly for notes, and then convert those notes to high-PUC shares of the ULC – and only after a number of years, might ULC be amalgamated with the two companies (which would have been continued to the same jurisdiction as the ULC). ...

In contrast, a foreign life insurance policy (which would not be an “excluded right or interest” under s. 128.1(10) – (f)) held by a non-resident corporation when it became resident in Canada would not be subject to s. 70(5.3), and for purposes of determining its deemed cost under s. 128.1(1)(c), “would be valued in accordance with normal valuation practices taking into consideration all facts relevant to the particular case.” ...

Investments redeemed various shares held by the estate for a note (giving rise to deemed dividends and capital losses which were carried back under s. 164(6)), and the estate then disposed of all its shares of Investments to Newco in consideration for a further note. ...

S. 49(3)(a) includes “in computing the vendor’s proceeds of disposition of the property, the consideration received by the vendor for the option.” ...

Siblings 1 and 2 will each transfer his DC shares (being common shares) on a s. 85(1) rollover basis to TC1 and TC2, respectively (each incorporated by the respective Sibling) for TC1 or TC2 common shares, and DC will transfer, on a s. 85(1) rollover basis, 1/3 of each of its types of property in consideration solely for non-voting redeemable retractable special shares to each of TC1 and TC2. ...

After noting that, under s. 40(1)(a)(ii), the availability of the reserve turned on Brother-Portfolioco and Brother not having de facto control of Sister-Holdco and on Sister-Holdco not having de facto control of Brother-Portfolioco, CRA commented on the expansion of de facto control under s. 256(5.11) stating: As provided for in subsection 256(5.11) and the applicable jurisprudence, any factor, whether contractual, commercial, economic, moral or familial, may be taken into consideration in order to determine whether a person or group of persons has influence, direct or indirect, the exercise of which would result in de facto control of a corporation …. ...

This reporting was accepted by in the Court of Quebec on the basis inter alia that the equivalent of ITA s. 7(3)(a) established that the stock option rules constituted a “complete code” so that the equivalent to ITA s. 69(1)(b) did not apply to deem the “value of the consideration for the disposition” received by the taxpayer to be equal to the options’ fair market value of $3M, rather than the nil proceeds in fact received. ...

Brown began to provide significant management services, and agreed with the company that he would do so in consideration for a management fee equal to 20% of the amount by which the gallery’s annual revenue exceeded $100,000. ...