Parentco owned preferred shares of a subsidiary wholly-owned corporation (Holdco) denominated in U.S. dollars. Holdco purchased the preferred shares for cancellation in consideration for the issuance of preferred shares denominated in Canadian dollars.
The Directorate indicated that there was a good argument that Holdco had not sustained a loss for purposes of s. 39(2) given that its patrimony was unaffected by the transaction. The only effect of the transaction was to change the claims of various classes of shareholders on its assets.
MacMillan Bloedel was distinguishable on the basis that in that case, the US-dollar preferred shares had been redeemed in cash, so that the net assets of the taxpayer were reduced. Furthermore, where there was a cash redemption, a loss realized by the redeeming corporation would be matched by a gain in the hands of the redeemed shareholder, whereas where there was a redemption for other preferred shares, the shareholder could enjoy rollover treatment under s. 86 or 51.