Two brothers, who had stepped up the ACB in shares of their respective holding companies using the capital gains exemption, then redeemed those preferred shares so as to give rise to a s. 84(3) deemed dividend and a capital loss which was denied and added to the ACB of their common shares of those holding companies pursuant to s. 40(6.2)(b) – then transferred those common shares to new Holdcos in exchange inter alia for preferred shares with a high ACB and PUC, which they then utilized on the redemption of those new preferred shares.
The Directorate indicated that although s. 84.1 did not “technically” apply to these transactions, transactions such as these would be referred to the GAAR Committee.