Prior to the formal winding up of CFA2 into CFA1, it sold its assets at their book value (i.e., for less than their FMV) in exchange for a promissory note of CFA1 and the assumption of liabilities, with that note then being extinguished as a result of its assignment to CFA1 on the formal liquidation of CFA2.
CRA ruled that ss. 15(1), 56(2) and 246(1) will not apply (stating in its summary that "No benefit is being conferred.")