Canco contributed (for no share consideration) its shares of a non-resident Finco subsidiary (Luxco2 – which previously had paid exempt dividends to Canco) to another wholly-owned subsidiary (Luxco1). CRA found that s. 93(2.01) denied a subsequent capital loss realized on an arm’s length sale of the Luxco1 shares to the extent of such dividends, on the grounds that the shares of Luxco1 were substituted shares for those of Luxco2. The Directorate stated:
The concept of "substituted share" in subsection 93(2.01) must in our view be given its ordinary meaning, taking into account inter alia that the interpretive rule in subsection 248(5) does not stipulate a definitive meaning for this concept for the purposes of the Act.