Messrs. A and B, who dealt with each other at arm’s length, and were equal shareholders of OPCO, each transferred their shares under s. 85(1) to their respective new holding companies (HOLDCO A and HOLDCO B) for shares of such Holdco. CRA stated:
[C]ontrol of OPCO would be deemed not to have been acquired solely as a result of the acquisition, at any relevant time, of shares of the capital stock of OPCO by HOLDCO A or HOLDCO B by virtue of clause 256(7)(a)(i)(A), since HOLDCO A or HOLDCO B acquired the shares of the capital stock of OPCO from a person with whom it is related immediately before that time. Indeed, at all relevant times, HOLDCO A and Mr. A and HOLDCO B and Mr. B would be related persons by virtue of subparagraph 251(2)(b)(i).