The two Canadian-resident principals of a Canadian-resident corporation ("PMPL"), who held shares of PMPL directly or through a Canadian holding company, caused a reorganization of PMPL such that those shareholdings of PMPL were replaced by preferred shares (largely fixed in value) and had Barbados trusts of which they or their family members were beneficiaries subscribe, for a nominal subscription price, for shares of new Canadian holding companies which, in turn, acquired common shares of PMPL for a relatively nominal subscription price.
In finding that these transactions entailed a transfer by the principals of property "directly or indirectly in any manner whatever" to the Barbados trusts for purposes of s. 94(1)(b), Sharlow, J.A. stated that this phrase was intended by Parliament to "deliberately ... capture every possible means by which the wealth and income earning potential represented by the shares of a Canadian corporation can move to a non-resident trust from a Canadian resident beneficiary of the trust or a person related to that beneficiary". Accordingly, notwithstanding the finding of the Tax Court to the contrary, it did not matter that this approach in effect involved looking through the new Canadian holding companies to find that the Barbados trusts were the recipients of the transferred property.