A Canadian public corporation (Parent”) wished to spin off, to its shareholders, the shares of a Canadian Newco indirectly holding a U.S. business. Pursuant to a Plan of Arrangement, the notice of articles and articles of Parent will be amended:
(i) To change the Common Shares into Class A Common which, in contrast to the Common Shares, will have more than one vote per share;
(ii) To create a new class of common shares of Parent (the “New Common Shares”), which will have the same terms and attributes as the Common Shares immediately prior to the above change.
Each issued and outstanding Class A Common Share then will be exchanged for one New Common Share and a specified fraction of a Newco Share (the “Exchange”), with no s. 85 election being made.
Before ruling that s. 86 applied to the Exchange, CRA rules that the change of the common shares into Class A Common Shares is not a disposition.