Prior to its acquisition by an arm’s length purchaser, the Canadian taxpayer used share subscription proceeds from its US parent to pay a portion of the debt owing by it to the parent, with the purchaser then acquiring the taxpayer’s shares for a nominal amount and the debt for over 80% of the amount still owing, so that the debt-parking rules did not apply. In finding that the pay-down to the intercompany debt was an abusive circumvention of s. 80(2)(g), Bédard J stated (at para. 126-127, TaxInterpretations translation):
The spirit and object of paragraph 80(2)(g) are to ensure that, when a debt is settled in exchange for shares, the debt forgiveness rules apply by taking into account the actual value of the shares which are issued. ... In adopting this paragraph, the legislator sought to prevent a taxpayer from transforming a debt into shares with low value, thereby avoiding the debt forgiveness rules. ... In proceeding in two stages rather than effecting a direct conversion of debt to shares, the appellant circumvented the application of paragraph 80(2)(g) and, thus, a gain on debt settlement.