Around when he was placed in a long-term care facility, the “Deceased” transferred his shares of two companies with investing businesses (Aco and Bco) on a s. 73(1) rollover basis to a newly-formed alter ego trust (“AE Trust”) of which a child (“Child 1”) was the trustee, and Child 1, Child 1’s spouse and their three adult children were beneficiaries with entitlements to income and capital as determined in the discretion of the trustee (except that he could not distribute capital to himself). On the death of the Deceased, there was a deemed disposition of the Aco and Bco shares for their FMV pursuant to s. 104(4)(a).
A conventional pipeline was to be implemented under which AE Trust transferred its common shares of Aco and Bco on a s. 85(1) rollover basis to a “Newco” in consideration for two notes of Newco and nominal-value preferred shares with a price adjustment clause and, after the passage of (presumably) one year, Newco would be amalgamated with Aco and Bco, and the notes would then be gradually repaid.
The rulings included the application of s. 88(1)(d.3) to the amalgamation, so that securities of Aco and Bco held before the death could be bumped.