Four unrelated individuals (A, B, C and D) each hold 25% of the shares (being common shares) of Opco through their respective wholly-owned holding companies (Aco, Bco, Cco and Dco). The terms of a unanimous shareholders’ agreement among the four equal shareholders of Opco provide that shareholder may request the others to purchase that shareholder's shares for a price stipulated in the Annex to the USA, but if the other shareholders do not comply, they are bound to seek to procure a third-party buyer for all of Opco's shares at an agreed price or, if that is unsuccessful, Opco shall be wound-up. After referencing IT-64R4, para. 37, CRA stated:
It appears to us that subsection 256(1.4) would technically apply in the situation described … .