The taxpayer, who held 14.28% of the common shares of a Canadian private corporation ("Consercom") transferred a 9.76% block to a wholly-owned holding company ("6311") in consideration for preferred shares of 6311 with a high paid-up capital (thereby giving rise to a capital gain eligible for the capital gains exemption). The taxpayer also transferred shares of a Canadian private corporation ("Gestion") that he owned together with his brother to 6311 in consideration for shares of 6311. The redemption of the taxpayer's preferred shares of 6311 was financed through dividends received by 6311 from Gestion.
The transfer of a portion of the Consercom shares (being under the 10% threshold to which s. 84.1 would apply) to 6311 was an avoidance transaction. This transfer was completed primarily to make it possible for the taxpayer to receive a distribution sourced from Gestion surpluses free of tax.