Father bequested his shares of an investments holding company (Aco) directly to his surviving wife (Mother) and to a spousal trust (Trust) for her. Following the death of Mother, her estate and Trust were to engage in a pipeline transaction under which:
- The estate and Trust transfer their Aco shares under s. 85(1) to a Newco of Trust in consideration for Newco preferred shares.
- After a specified period, Newco amalgamates with Aco, and redeems the preferred shares for notes.
- Amalco will repay the notes at no more than a specified rate over the period commencing with their issuance.
CRA rulings included that ss. 88(1)(d.2) and (d.3) deem Newco to have last acquired control of Aco immediately following Mother's death (regarding a bump of shares held by Aco on the amalgamation).