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[fn 122 For example, what happens if there is contingent future consideration? ...

[fn 129: Any suggestion that such a properly completed and executed direction from each payment recipient (who accordingly conveys consideration in return) is not to be respected as legally effective is, in our view, unsupportable.] ...

Given that the core premise- that absent tax considerations, the investment in the FA would have been made by the discretionary beneficiary- is almost certainly false, s. 212.3(26)(c) should be scrapped. ...

Raj Juneja, Pierre Bourgeois, "International Tax Issues That Get in the Way of Doing Business", 2019 Conference Report (Canadian Tax Foundation), 36:1 – 42-- summary under Subsection 5907(2.01) Summary Under Tax Topics- Income Tax Regulations- Regulation 5907- Subsection 5907(2.01) Need to avoid assumption of liabilities on the drop-down transaction in a “pack and sale” transaction Reg. 5907(2.01) to some extent accommodates “pack and sale” transactions (respecting a drop down of a business unit to a foreign Newco followed by an arm’s length sale of the Newco) by rendering Reg. 5907(5.1) inoperative to transactions occurring on a rollover basis under the foreign tax law (so that exempt surplus may be generated) if certain conditions are met, one of which is that the only consideration received in respect of the particular disposition is shares of the capital stock of another FA of the taxpayer. ...

The election form (T2057) creates difficulties in that it refers only to the “share consideration” rather than also including rights to receive shares in that quoted phrase. ...

There should be more specific and substantive examples provided on how the government believes that economic substance considerations should be integrated into the determination of whether the GAAR applies. ...

(b) of the definition, the equity holders of the covered entity (Acquisitionco as the holder of Targetco shares) must receive equity of Amalco – and such equity is instead cancelled for no consideration. ...

(c) of the definition of substantive debt references a test under which the preferred shares bear a dividend rate that is fixed, or computed generally as a percentage of the FMV of the consideration for which the shares were issued, rather than as a percentage of the redemption amount of the shares, even though it is commercially common for dividends to be computed on the latter basis. ...