On a liquidation and dissolution (“L&D”) of FA1, it distributed to its parent (ACo) its shares of (wholly-owned) FA2 and FA3 and other property. Ss. 88(3) to (3.5) applied to the L&D. As it was not a “qualifying liquidation and dissolution,” the FA1 properties were disposed of at their fair market value. Prior to the L&D, FA2 and FA1 had paid exempt dividends to FA1 and ACo, respectively. But for s. 93(4), Canco realized a capital loss of $1 million (after the application of s. 93(2.01) to reduce such capital loss by the exempt dividends previously paid by FA1) on its disposition of the FA1 shares. Since the FA2 and FA3 shares were acquired by ACo prior to FA1’s dissolution, did s. 93(4) apply? The Directorate responded:
ACo acquired the shares of FA2 and FA3 as part of the process of liquidating and dissolving FA1, which included ACo disposing of its shares of FA1. In our view, the distribution of the property of FA1 to ACo was “on” the disposition of the shares of FA1.
Consequently, ACo’s otherwise determined capital loss of $1 million on the disposition of its FA1 shares is deemed by paragraph 93(4)(a) to be nil. The denied capital loss is added by paragraph 93(4)(b) to the ACB to ACo of the shares of FA2 and FA3 that ACo acquired on the disposition in proportion to their respective fair market values.