In order to accomplish a sale of a subsidiary of the taxpayer on a tax-deferred basis for a purchase price of $15.5 million payable in 25 years' time without interest, the subsidiary was amalgamated with a subsidiary of the purchaser, and the taxpayer received preferred shares which would be redeemable for $15.5 million in 15 years' time. In finding that the "gift portion" rule in s. 87(4) did not apply to deny rollover treatment to the taxpayer, Sharlow, J.A. noted that, as the purchaser dealt at arm's length with the taxpayer, there was no person related to the taxpayer who stood to benefit from the alleged shift in value to the purchaser resulting from the amalgamation, and stated (at para. 58) that this rule was:
"intended to deter a taxpayer from using the device of a corporate amalgamation to shift part or all of the value of a predecessor corporation to the amalgamated corporation if, but only if, a person related to the taxpayer has a direct or indirect interest in the amalgamated corporation that will be enhanced by the shift in value."