The taxpayer wished to create additional preferred shares for the purpose of a stock dividend, to cancel its unissued common shares and to subdivide its issued common shares into Class A and Class B shares. It sought supplementary letters patent with a view to accomplishing all these purposes in one instrument. Mr. Boisvert drew a distinction between the legal and other expenses incurred in connection with issuing the shares and issuing the supplementary letters patent, and found that the latter were not deductible under s. 11(1)(cb)(i). He indicated (at p. 320) that in enacting s. 11(1)(cb)(i):
"The legislator surely had in mind an issue of shares to accrue to the benefit of actual shareholders, or persons wishing to become shareholders, but he never intended to allow as deductible a capital expense incurred to build up an enterprise."
Mr. Boisvert indicated that legal advice respecting the issue of the shares fell into the deductible category rather than being in respect of the issuance of the supplementary letters patent.