A U.S. public corporation, which had two actively-traded classes of common shares, whose respective performance tracked two businesses, wished to spin-off one of the two businesses to the holders of the related tracking shares (the “Original Shares”) as a tax-free distribution for Code purposes. It did so by transferring that business to a newly-incorporated U.S. subsidiary (Splitco) in consideration for Splitco common shares, and then distributing those shares on the Original Shares (with the Original Shares ultimately being cancelled).
The Directorate found that the requirements of ss. 86.1(2)(a) to 86.1(2)(c) for an eligible distribution were met, so that it apparently accepted that the tracking shares were common shares.