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., by a compensation formula) to the performance of the subject corporation, the compensation of the CRIC's officers may nevertheless be considered to be connected to the subject corporation's results to a greater extent than that of the parent's officers if such bonuses constitute a greater proportion of the overall compensation of the former than of the latter. … The extent to which the operating results of the subject corporation affect the performance evaluation and compensation of an officer would depend on the relative size and complexity of the subject corporation's operations and the level of responsibility the officer has over those operations. ... In particular, the nature of the oversight exercised by the GP would not normally be considered to displace the decision making authority of the officers of the CRIC for purposes of this exception. ...

In the absence of s. 212.3(18)(a)(ii), the amalgamation of Subco and Canco would be considered to entail an acquisition of all the shares of FA by Amalco, which is deemed by s. 87(2)(a) to be a new corporation for purposes of the Act (including likely the s. 212.3 rules). ... (Similarly, s. 212.3(18)(c)(i) clarifies that Buyco is not considered to have made an indirect $30 investment in FA.) ...

In any event, where the taxpayers sell their shares to an arm's length purchaser who is not an accommodation party as described above, the cash sale price received by the taxpayers likely should not be considered to be an indirect distribution to them of the property of the corporation which was sold (Geransky, but cf. ... It is not necessary for there to be a formal liquidation or winding-up of a corporation under the applicable corporate statute in order for it to be considered to have wound-up or discontinued its business (Smythe). ...

Holdco LP arguably is an investment limited partnership because it intends to invest directly in LP units, so that it may be considered that its primary purpose is to invest primarily in financial instruments (although, as noted in the discussion of the ILP definition, there is a significant basis for considering that this is not the case). ... If this final payment were considered to be part of the consideration for the services it rendered prior to September 8, 2017, the draws received by it in 2017 prior to that date very well might be retroactively subject to s. 272.1(8). ...

(c)(iii) may be considered to be related both to TPP situated outside and inside Canada. ... Since the acquired royalty rights can arise from sales made in Canada, in that sense they might be considered to be used in Canada, so that the exclusion in subpara. ...

It would be incongruous for the mere right to collect liquidated amounts to be considered to be such a use as would cause the preceding acquisition of the underlying royalty interest to become an imported taxable supply. ...

However, s. 212.3(10)(f) provides that where a CRIC (directly) acquires shares of another Canadian-resident corporation (the immediate target) – which itself holds, directly or indirectly, shares of one or more foreign affiliates – the indirect acquisition of each such foreign affiliate by the CRIC will be considered a separate investment in a subject corporation if the total fair market value of all the foreign affiliate shares held, directly or indirectly, by the Canadian target corporation (the numerator test) comprises more than 75% of the total fair market value of all the properties owned by the Canadian target (the denominator test). ... If the condition in s. 212.3(10)(f) is satisfied, then for the purposes of s. 212.3(2), the CRIC will be considered to have made a separate investment in a subject corporation, namely, each foreign affiliate of the immediate target. ... In that case, for the purposes of s. 212.3(2), and assuming that the debt obligations of Canco 3 are not specifically attributable to any particular assets of Canco 3, the portion of the $18 million purchase price paid by Canco 1 for the acquisition of Canco 2 that could reasonably be considered to relate to Canco 1's investment in FA 1 would be approximately $6.18 million ($7.0 million less $0.82 million, the pro-rata portion of Canco 3's debt attributable to FA 1); to Canco 1's investment in FA 2 would be approximately $6.18 million ($7.0 million less $0.82 million, the pro-rata portion of Canco 3's debt attributable to FA 2); to Canco 1's investment in FA 3 would be approximately $0.88 million ($1.0 million less $0.12 million, the pro-rata portion of Canco 3's debt attributable to FA 3); and to Canco 3's Canadian business assets would be approximately $1.76 million ($2.0 million less $0.24 million, their pro-rata portion of Canco 3's debt). ...

That proportion is the ratio of the FMV amount determined as the (I) amount is of the FMV, immediately before the subsequent time, of the acquired shares (or the portion of the FMV of acquired shares that were substituted for the acquired shares that can reasonably be considered to relate to the acquired shares). ... Consequences: Under the indirect investment rule in s. 212.3(10)(f), Buyco is considered to have invested in FA1 and FA2 (the subject corporations), so that the paid-up capital of its shares is ground to nil under s. 212.3(7)(b)(ii). ... However, if the CRIC and the parent elected under s. 212.3(11) for such debt to be a pertinent loan or indebtedness (where the debt qualifies for this election), such debt is excluded (under ss. 212.3(10)(c) and (d) from being considered to be an investment in the subject corporation. ...

The more closely a taxpayer's business or occupation is related to real estate transactions, the more likely it is that the income will be considered business income rather than capital gain. ... He then went on to say (at p. 6424): While all of the above factors have been considered by the Courts, it is the last one, the question of motive or intention which has been most developed. ... However, if on other grounds the property should be considered to be land inventory, the expropriation proceeds will be received on income account (Vaughan Construction, Bellingham). ...

Draft s. 212.3(18.1) provides that the exceptions in s. 212.3(18), which otherwise can apply to stop s. 212.3(2) from applying to various forms of corporate reorganizations and distributions, do not apply to an investment that is an acquisition of property, if the property can reasonably be considered to have been received by the CRIC as repayment in whole or in part, or in settlement, of a pertinent loan or indebtedness (PLOI) (as defined in s. 212.3(11)). ...