The appellant acquired a US public company ("Keith") in a Delaware merger (in which Keith Industries merged into the appellant's US subsidiary, with the latter as the survivor, and Keith shareholders received shares of the appellant), which required the appellant's shares to be listed on the NYSE. Before going on to find that s, 186(2) also applied so as to provide input tax credits for GST on the fees incurred by the appellant in connection with this listing, C Miller J found that s. 186(1) applied to deem the appellant to incur the fees for use in its commercial activities, stating (at paras. 16-17):
The facts are quite clear – the listing services were acquired so that Stantec could complete its deal to own all the shares of the company resulting from the merger of Keith Companies and Stantec California. Those services, I find, can readily and reasonably be regarded as being in relation to the shares of either Keith Companies or Stantec California or the shares of the merged company; that is, the investment by Stantec in its new acquisition.
…The Government contends raising funds by issuing shares is one step removed from obtaining more operating company shares. I see no support for this one step removed doctrine. Policy P‑196R allows the application of subsection 186(1) if the holding company incurs costs to simply buy an operating company shares, without raising money by issuing its own shares. I fail to see how one acquisition is in relation to the subsidiary company shares and the other is not.