Madame exchanged her Class A shares of the corporation for Class D shares having a redemption amount which CCRA subsequently determined was substantially less than the FMV of the Class A shares, and filed a s. 85(1) rollover election respecting this exchange. Monsieur (her husband) then subscribed for Class A shares. In finding that s. 85(1)(e.2) likely was applicable unless the TSO chose to respect a price-adjustment clause, the Directorate stated:
[I]t is clear that the result of the transaction was that Madame conferred a benefit on Monsieur. … [Furthermore] it seems reasonable … to conclude that Madame desired to confer a benefit on Monsieur since, as sole director of the Corporation, it was she who chose to set the redemption value of the Class D shares at an amount lower than the FMV of the Class A shares transferred in consideration.