Opco, whose only class of shares is listed on a stock exchange, distributes shares of a newly-incorporated corporation ("Newco") to its shareholders. They then transfer 90% of their shares of Opco to Newco in exchange for an aggregate of 100 common shares of Newco. In light of ss. 256(6.1)(a) and 256(7)(d), is there no acquisition of control of Opco? CRA responded:
[S.] 256(6.1) … is the legislative response to … Parthenon Investments … . Briefly, one of the purposes of subsection 256(6.1) is to take into account, for the purpose of the application of the law, the simultaneous control of a corporation at different levels.
Paragraph 256(7)(d) is a relieving provision that has the effect, where the conditions of application are satisfied, of deeming the control of a corporation as having not been acquired.
Finally, the question of whether a person or group of persons has acquired control of a corporation is a question of fact ... .