X and Y, who deal with each other at arm's length, each effect an estate freeze, by exchanging their 100 common shares of Opco (i.e., 50 shares each), having a cost and legal paid-up capital of $100 for preferred shares with a redemption amount of $2M and bearing dividends in the range of 0% to 10%, and with Trust X and Trust Y each subscribing for 50 new common shares. Should the average annual rate of return be calculated on the paid-up capital of $100 or on the $2M redemption amount?
Before indicating that such return should be based on the $2M amount payable for the preferred shares issued in the estate freeze, CRA stated (TaxInterpretations translation):
[A] knowledgeable and prudent investor would normally seek to obtain a dividend rate as a function of the amount paid by the investor to acquire the share. … The expectations of a knowledgeable and prudent investor should be determined on the assumption that there would be no delay, postponement or default in the payment of dividends, that the dividends would be paid each year at a predetermined fixed or floating rate and that the proceeds to be received by the investor on the disposition of the share are the same amount the corporation received as consideration on the issue of the share.