Where after a butterfly transaction, a family trust (whose beneficiaries are persons unrelated to the transferee corporation, the distributing corporation and their shareholders) acquires an interest in one of the transferee corporations by subscribing for shares of the capital stock of the latter for a nominal value, is this inconsistent with there having been a permitted exchange? CRA responded:
[A]n exchange referred to in paragraph (b) of the definition of "permitted exchange" must first be an exchange "in contemplation of the distribution" and satisfy a test relating to the shares of the capital stock of the acquiror which are outstanding "immediately after the exchange"; and, furthermore, certain facts must be established "immediately before the distribution" with regard to that exchange. Accordingly, the exchange of shares of a distributing corporation referred to in paragraph (b) of the definition of "permitted exchange" should, logically, occur before the distribution of the distributing corporation’s property in a particular situation.
… [T]he fact that there is an issuance of shares of the capital stock of a transferee corporation, after the distribution of the property of the distributing corporation has been completed, would not be relevant for the purposes of the application of the definition of "permitted exchange" in subsection 55(1).