A new corporation (the Taxpayer) was formed to acquire most of the remaining assets of a corporation (Lossco) that, together with its parent (Parentco) was in CCAA proceedings. It then continued to carry on that business in a similar manner, including hiring most of the employees and, in fact, hiring some more. Later, the Taxpayer acquired the shares of Lossco (which at that point had only nominal assets and no business or employees), and wound-up and dissolved Lossco. It was specified that the PUC of the Lossco shares would be reduced immediately before its wind-up to an amount “not less than” the (modest) cost amount of the Lossco assets. In addition to ruling that s. 88(1.1) was generally available to flow through the Lossco non-capital losses (as reduced by some debt forgivenesses that had occurred under the CCAA court order) to the Taxpayer, CRA ruled:
[T]he Taxpayer will be deemed, pursuant to paragraph 88(1)(b), to dispose of its Lossco Shares for Proceeds of Disposition equal to the greater of the amounts described in subparagraph 88(1)(b)(i) and (ii).