Words and Phrases - "acquisition"
Côté-Létourneau v. The Queen, 2010 DTC 1116 [at 3092], 2007 TCC 91
The Court rejected a submission of the taxpayers that shares issued to them by a corporation were not acquired by them: an Order for them to acquire shares, there is no need for there to be a corresponding disposition of the shares.
Stantec Inc. v. The Queen, 2008 TCC 400 (Informal Procedure), aff'd 2009 FCA 285
The appellant acquired a US public company ("Keith") in a Delaware merger (in which Keith Industries merged into the appellant's US subsidiary, with the latter as the survivor, and Keith shareholders received shares of the appellant), which required the appellant's shares to be listed on the NYSE. In finding that the appellant was entitled to input tax credits for GST on the fees incurred by it in connection with this listing, C Miller J found that ss. 186(1) and 186(2) both applied, so that the appellant was deemed to incur the fees for use in its commercial activities.
The transactions, although not a purchase of Keith's shares, was an "acquisition" of the shares, by way of "contractually having control of the disposition of those shares in the form of their cancellation" (para. 24). To hold otherwise would defeat the essence of s. 186(2), which is to deal with takeovers (para. 25).
In affirming C Miller J's finding that the listing services were "in relation to" the shares for the purpose of s. 186(2) (without commenting on the same finding made in relation to s. 186(1)), Layden-Stevenson JA stated (at paras. 16-17):
Applying the Supreme Court’s construction [of “in relation to” in Slattery,  3 S.C.R. 430], he reasoned that the nexus between acquiring the listing services and the shares of either Keith or Stantec California need not be one of prominence, let alone exclusivity. He concluded that the listing services were acquired so that Stantec could complete its deal to own all the shares of the company resulting from the merger of Keith and Stantec California. ...Miller J. found, as a fact, that the services “can readily and reasonably be regarded as being in relation to the shares of either Keith Companies or Stantec California or the shares of the merged company, that is, the investment by Stantec in its new acquisition.”
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|Tax Topics - Excise Tax Act - Section 186 - Subsection 186(1)||listing fees to issue shares to target shareholders were eligible||255|