On two days in October 1996, the parent company (“Marjad”) of the taxpayer (“3295036”) transferred shares of two public companies, whose fair market value (“FMV”) substantially exceeded their adjusted cost base (“ACB”), to 3295036. Marjad did not have a Quebec presence whereas 3295036 was a Quebec filer. Marjad and 3295036 filed a joint s. 85(1) rollover election for federal and Ontario purposes, but did not make the equivalent Quebec election.