The Taxpayer, age 65, retired in the summer of 2021 and thereupon sold and transferred (the “First Disposition”) all the shares (the “Subject Shares”) of his company (“Opco”), which shares were qualified small business corporation shares (having an ACB and PUC of $100,000) to a newly-incorporated wholly-owned corporation (“Purchaser Corporation”) of his adult daughter, Joan (who has been actively engaged in Opco’s business) for their appraised fair market value (FMV) of $2 million.