I-3 - Taxation Act

Section 308.0.1 Disposition versions

2010-04-20

308.0.1. In this division,

“distribution” means a direct or indirect transfer of property of a corporation, referred to in this division as the “distributing corporation”, to one or more corporations, each of which is referred to in this division as a “transferee corporation”, where, in respect of each type of property owned by the distributing corporation immediately before the transfer, each transferee corporation receives property of that type the fair market value of which is equal to or approximates the proportion of the fair market value, immediately before the transfer, of all property of that type owned at that time by the distributing corporation that

(a)  the fair market value, immediately before the transfer, of all the shares of the capital stock of the distributing corporation owned at that time by the transferee corporation is of

(b)  the fair market value, immediately before the transfer, of all the issued shares of the capital stock of the distributing corporation;

“permitted acquisition”, in relation to a distribution by a distributing corporation, means an acquisition of property by a person or partnership on, or as part of,

(a)  a distribution, or

(b)  a permitted exchange or permitted redemption in relation to a distribution by another distributing corporation;

“permitted exchange”, in relation to a distribution by a distributing corporation, means

(a)  an exchange of shares for shares of the capital stock of the distributing corporation to which section 301 or sections 541 to 543 apply or would, if the shares were capital property to the holder thereof, apply, other than an exchange that resulted in an acquisition of control of the distributing corporation by any person or group of persons, and

(b)  an exchange of shares of the capital stock of the distributing corporation by one or more shareholders of the distributing corporation, each of whom is referred to in this paragraph and the second paragraph as a “participant”, for shares of the capital stock of another corporation, referred to in this paragraph and the second paragraph as the “acquirer”, in contemplation of the distribution where no share of the capital stock of the acquirer outstanding immediately after the exchange, other than directors’ qualifying shares, is owned at that time by any person or partnership other than a participant, and either

i.  the acquirer owns, immediately before the distribution, all the shares each of which is a share of the capital stock of the distributing corporation that was owned immediately before the exchange by a participant, or

ii.  the fair market value, immediately before the distribution, of each participant’s shares of the capital stock of the acquirer is equal to or approximates the amount determined by the formula

[A × (B/C)] + D;

“permitted redemption”, in relation to a distribution by a distributing corporation, means

(a)  a redemption or purchase for cancellation by the distributing corporation, as part of the reorganization in which the distribution was made, of all the shares of its capital stock that were owned, immediately before the distribution, by a transferee corporation in relation to the distributing corporation;

(b)  a redemption or purchase for cancellation by a transferee corporation in relation to the distributing corporation, or by a corporation that, immediately after the redemption or purchase, was a subsidiary wholly-owned corporation of the transferee corporation, as part of the reorganization in which the distribution was made, of all of the shares of the capital stock of the transferee corporation or the subsidiary wholly-owned corporation that were acquired by the distributing corporation in consideration for the transfer of property received by the transferee corporation on the distribution; and

(c)  a redemption or purchase for cancellation by the distributing corporation, in contemplation of the distribution, of all the shares of its capital stock each of which is

i.  a share of a specified class the cost of which, at the time of its issuance, to its original owner was equal to the fair market value at that time of the consideration for which it was issued, or

ii.  a share that was issued, in contemplation of the distribution, by the distributing corporation in exchange for a share described in subparagraph i;

“qualified person”, in relation to a distribution, means a person or partnership with whom the distributing corporation deals at arm’s length at all times during the course of the series of transactions or events that includes the distribution if

(a)  at any time before the distribution,

i.  all of the shares of each class of the capital stock of the distributing corporation that includes shares that cause that person or partnership to be a specified shareholder of the distributing corporation (in this definition all of those shares in all of those classes being referred to as the “exchanged shares”) are, in the circumstances described in paragraph a of the definition of “permitted exchange”, exchanged for consideration that consists solely of shares of a specified class of the capital stock of the distributing corporation (in this definition referred to as the “new shares”), or

ii.  the terms or conditions of all of the exchanged shares are amended (which shares are in this definition referred to after the amendment as the “amended shares”) and the amended shares are shares of a specified class of the capital stock of the distributing corporation;

(b)  immediately before the exchange or amendment, the exchanged shares are listed on a designated stock exchange;

(c)  immediately after the exchange or amendment, the new shares or the amended shares, as the case may be, are listed on a designated stock exchange;

(d)  the exchanged shares would be shares of a specified class if they were not convertible into, or exchangeable for, other shares;

(e)  the new shares or the amended shares, as the case may be, and the exchanged shares are non-voting in respect of the election of the board of directors of the distributing corporation except in the event of a failure or default under the terms or conditions of the shares; and

(f)  no holder of the new shares or the amended shares, as the case may be, is entitled to receive on the redemption, cancellation or acquisition of the new shares or the amended shares, as the case may be, by the distributing corporation or by any person with whom the distributing corporation does not deal at arm’s length, an amount (other than a premium for early redemption) that is greater than the aggregate of the fair market value of the consideration for which the exchanged shares were issued and the amount of any unpaid dividends on the new shares or on the amended shares, as the case may be;

“safe-income determination time”, in relation to a transaction or event or a series of transactions or events, means the time that is the earlier of

(a)  the time that is immediately after the earliest disposition or increase in interest described in any of paragraphs a to e of section 308.2.1 that resulted from the transaction or event or series of transactions or events; and

(b)  the time that is immediately before the earliest time that a dividend is paid as part of the transaction or event or series of transactions or events;

“specified class” means a class of shares of the capital stock of a distributing corporation where

(a)  the paid-up capital in respect of the class immediately before the beginning of the series of transactions or events that includes a distribution by the distributing corporation was not less than the fair market value of the consideration for which the shares of that class then outstanding were issued,

(b)  under neither the terms and conditions of the shares nor any agreement in respect of the shares are the shares convertible into or exchangeable for shares other than shares of a specified class or shares of the capital stock of a transferee corporation in relation to the distributing corporation,

(c)  no holder of the shares is entitled to receive on the redemption, cancellation or acquisition of the shares by the corporation or by any person with whom the corporation does not deal at arm’s length, an amount (other than a premium for early redemption) that is greater than the aggregate of the fair market value of the consideration for which the shares were issued and the amount of any unpaid dividends on the shares, and

(d)  the shares are non-voting in respect of the election of the board of directors except in the event of a failure or default under the terms or conditions of the shares;

“specified corporation” in respect of a distribution means a distributing corporation

(a)  that is a public corporation or a specified wholly-owned corporation of a public corporation;

(b)  shares of the capital stock of which are exchanged for shares of the capital stock of another corporation, in this definition and the second paragraph referred to as an “acquiror”, in an exchange to which the definition of “permitted exchange” would apply if that definition were read without reference to paragraph a thereof and subparagraph i of paragraph b thereof and if the portion of that paragraph b before subparagraph i were read without reference to “either”;

(c)  that does not make a distribution, to a corporation that is not an acquiror, after 31 December 1998 and before the day that is three years after the day on which the shares of the capital stock of the distributing corporation are exchanged in a transaction described in paragraph b; and

(d)  in respect of which no acquiror, in relation to shares of the capital stock of the distributing corporation, makes a distribution after 31 December 1998 and before the day that is three years after the day on which the shares of the capital stock of the distributing corporation are exchanged in a transaction described in paragraph b;

“specified wholly-owned corporation” of a public corporation means a corporation all of the outstanding shares of the capital stock of which, other than directors’ qualifying shares or shares of a specified class, are held by

(a)  the public corporation;

(b)  a specified wholly-owned corporation of the public corporation; or

(c)  corporations described in paragraph a or b.

Where the transfer referred to in the definition of “distribution” in the first paragraph is by a specified corporation to an acquiror, in relation to shares of the capital stock of the specified corporation, the definition of “distribution” shall be read with “each type of property” replaced by “property” and with “of that type”, wherever it appears, struck out.

For the purposes of the formula in subparagraph ii of paragraph b of the definition of “permitted exchange” in the first paragraph,

(a)  A is the fair market value, immediately before the distribution, of all the shares of the capital stock of the acquirer then outstanding, other than shares issued to participants in consideration for shares of a specified class all the shares of which were acquired by the acquirer on the exchange;

(b)  B is the fair market value, immediately before the exchange, of all the shares of the capital stock of the distributing corporation, other than shares of a specified class none or all of the shares of which were acquired by the acquirer on the exchange, owned at that time by the participant;

(c)  C is the fair market value, immediately before the exchange, of all the shares, other than shares of a specified class none or all of the shares of which were acquired by the acquirer on the exchange and shares to be redeemed, acquired or cancelled by the distributing corporation pursuant to the exercise of a statutory right of dissent by the holder of the share, of the capital stock of the distributing corporation outstanding immediately before the exchange; and

(d)  D is the fair market value, immediately before the distribution, of all the shares issued to the participant by the acquirer in consideration for shares of a specified class all of the shares of which were acquired by the acquirer on the exchange.

For the purposes of paragraphs c and d of the definition of “specified corporation” in the first paragraph, a corporation that is formed by an amalgamation of two or more other corporations is deemed to be a continuation of each of the other corporations.

1996, c. 39, s. 96; 1997, c. 3, s. 71; 2000, c. 5, s. 73; 2004, c. 8, s. 56; 2009, c. 15, s. 71; 2010, c. 5, s. 32.

2009-06-04

308.0.1. In this division,

“distribution” means a direct or indirect transfer of property of a corporation, referred to in this division as the “distributing corporation”, to one or more corporations, each of which is referred to in this division as a “transferee corporation”, where, in respect of each type of property owned by the distributing corporation immediately before the transfer, each transferee corporation receives property of that type the fair market value of which is equal to or approximates the proportion of the fair market value, immediately before the transfer, of all property of that type owned at that time by the distributing corporation that

(a)  the fair market value, immediately before the transfer, of all the shares of the capital stock of the distributing corporation owned at that time by the transferee corporation is of

(b)  the fair market value, immediately before the transfer, of all the issued shares of the capital stock of the distributing corporation;

“permitted acquisition”, in relation to a distribution by a distributing corporation, means an acquisition of property by a person or partnership on, or as part of,

(a)  a distribution, or

(b)  a permitted exchange or permitted redemption in relation to a distribution by another distributing corporation;

“permitted exchange”, in relation to a distribution by a distributing corporation, means

(a)  an exchange of shares for shares of the capital stock of the distributing corporation to which section 301 or sections 541 to 543 apply or would, if the shares were capital property to the holder thereof, apply, other than an exchange that resulted in an acquisition of control of the distributing corporation by any person or group of persons, and

(b)  an exchange of shares of the capital stock of the distributing corporation by one or more shareholders of the distributing corporation, each of whom is referred to in this paragraph and the second paragraph as a “participant”, for shares of the capital stock of another corporation, referred to in this paragraph and the second paragraph as the “acquirer”, in contemplation of the distribution where no share of the capital stock of the acquirer outstanding immediately after the exchange, other than directors’ qualifying shares, is owned at that time by any person or partnership other than a participant, and either

i.  the acquirer owns, immediately before the distribution, all the shares each of which is a share of the capital stock of the distributing corporation that was owned immediately before the exchange by a participant, or

ii.  the fair market value, immediately before the distribution, of each participant’s shares of the capital stock of the acquirer is equal to or approximates the amount determined by the formula

[A × (B/C)] + D;

“permitted redemption”, in relation to a distribution by a distributing corporation, means

(a)  a redemption or purchase for cancellation by the distributing corporation, as part of the reorganization in which the distribution was made, of all the shares of its capital stock that were owned, immediately before the distribution, by a transferee corporation in relation to the distributing corporation;

(b)  a redemption or purchase for cancellation by a transferee corporation in relation to the distributing corporation, or by a corporation that, immediately after the redemption or purchase, was a subsidiary wholly-owned corporation of the transferee corporation, as part of the reorganization in which the distribution was made, of all of the shares of the capital stock of the transferee corporation or the subsidiary wholly-owned corporation that were acquired by the distributing corporation in consideration for the transfer of property received by the transferee corporation on the distribution; and

(c)  a redemption or purchase for cancellation by the distributing corporation, in contemplation of the distribution, of all the shares of its capital stock each of which is

i.  a share of a specified class the cost of which, at the time of its issuance, to its original owner was equal to the fair market value at that time of the consideration for which it was issued, or

ii.  a share that was issued, in contemplation of the distribution, by the distributing corporation in exchange for a share described in subparagraph i;

“qualified person”, in relation to a distribution, means a person or partnership with whom the distributing corporation deals at arm’s length at all times during the course of the series of transactions or events that includes the distribution if

(a)  at any time before the distribution,

i.  all of the shares of each class of the capital stock of the distributing corporation that includes shares that cause that person or partnership to be a specified shareholder of the distributing corporation (in this definition all of those shares in all of those classes being referred to as the “exchanged shares”) are, in the circumstances described in paragraph a of the definition of “permitted exchange”, exchanged for consideration that consists solely of shares of a specified class of the capital stock of the distributing corporation (in this definition referred to as the “new shares”), or

ii.  the terms or conditions of all of the exchanged shares are amended (which shares are in this definition referred to after the amendment as the “amended shares”) and the amended shares are shares of a specified class of the capital stock of the distributing corporation;

(b)  immediately before the exchange or amendment, the exchanged shares are listed on a Canadian stock exchange or a foreign stock exchange;

(c)  immediately after the exchange or amendment, the new shares or the amended shares, as the case may be, are listed on a Canadian stock exchange or a foreign stock exchange;

(d)  the exchanged shares would be shares of a specified class if they were not convertible into, or exchangeable for, other shares;

(e)  the new shares or the amended shares, as the case may be, and the exchanged shares are non-voting in respect of the election of the board of directors of the distributing corporation except in the event of a failure or default under the terms or conditions of the shares; and

(f)  no holder of the new shares or the amended shares, as the case may be, is entitled to receive on the redemption, cancellation or acquisition of the new shares or the amended shares, as the case may be, by the distributing corporation or by any person with whom the distributing corporation does not deal at arm’s length, an amount (other than a premium for early redemption) that is greater than the aggregate of the fair market value of the consideration for which the exchanged shares were issued and the amount of any unpaid dividends on the new shares or on the amended shares, as the case may be;

“safe-income determination time”, in relation to a transaction or event or a series of transactions or events, means the time that is the earlier of

(a)  the time that is immediately after the earliest disposition or increase in interest described in any of paragraphs a to e of section 308.2.1 that resulted from the transaction or event or series of transactions or events; and

(b)  the time that is immediately before the earliest time that a dividend is paid as part of the transaction or event or series of transactions or events;

“specified class” means a class of shares of the capital stock of a distributing corporation where

(a)  the paid-up capital in respect of the class immediately before the beginning of the series of transactions or events that includes a distribution by the distributing corporation was not less than the fair market value of the consideration for which the shares of that class then outstanding were issued,

(b)  under neither the terms and conditions of the shares nor any agreement in respect of the shares are the shares convertible into or exchangeable for shares other than shares of a specified class or shares of the capital stock of a transferee corporation in relation to the distributing corporation,

(c)  no holder of the shares is entitled to receive on the redemption, cancellation or acquisition of the shares by the corporation or by any person with whom the corporation does not deal at arm’s length, an amount (other than a premium for early redemption) that is greater than the aggregate of the fair market value of the consideration for which the shares were issued and the amount of any unpaid dividends on the shares, and

(d)  the shares are non-voting in respect of the election of the board of directors except in the event of a failure or default under the terms or conditions of the shares;

“specified corporation” in respect of a distribution means a distributing corporation

(a)  that is a public corporation or a specified wholly-owned corporation of a public corporation;

(b)  shares of the capital stock of which are exchanged for shares of the capital stock of another corporation, in this definition and the second paragraph referred to as an “acquiror”, in an exchange to which the definition of “permitted exchange” would apply if that definition were read without reference to paragraph a thereof and subparagraph i of paragraph b thereof and if the portion of that paragraph b before subparagraph i were read without reference to “either”;

(c)  that does not make a distribution, to a corporation that is not an acquiror, after 31 December 1998 and before the day that is three years after the day on which the shares of the capital stock of the distributing corporation are exchanged in a transaction described in paragraph b; and

(d)  in respect of which no acquiror, in relation to shares of the capital stock of the distributing corporation, makes a distribution after 31 December 1998 and before the day that is three years after the day on which the shares of the capital stock of the distributing corporation are exchanged in a transaction described in paragraph b;

“specified wholly-owned corporation” of a public corporation means a corporation all of the outstanding shares of the capital stock of which, other than directors’ qualifying shares or shares of a specified class, are held by

(a)  the public corporation;

(b)  a specified wholly-owned corporation of the public corporation; or

(c)  corporations described in paragraph a or b.

Where the transfer referred to in the definition of “distribution” in the first paragraph is by a specified corporation to an acquiror, in relation to shares of the capital stock of the specified corporation, the definition of “distribution” shall be read with “each type of property” replaced by “property” and with “of that type”, wherever it appears, struck out.

For the purposes of the formula in subparagraph ii of paragraph b of the definition of “permitted exchange” in the first paragraph,

(a)  A is the fair market value, immediately before the distribution, of all the shares of the capital stock of the acquirer then outstanding, other than shares issued to participants in consideration for shares of a specified class all the shares of which were acquired by the acquirer on the exchange;

(b)  B is the fair market value, immediately before the exchange, of all the shares of the capital stock of the distributing corporation, other than shares of a specified class none or all of the shares of which were acquired by the acquirer on the exchange, owned at that time by the participant;

(c)  C is the fair market value, immediately before the exchange, of all the shares, other than shares of a specified class none or all of the shares of which were acquired by the acquirer on the exchange and shares to be redeemed, acquired or cancelled by the distributing corporation pursuant to the exercise of a statutory right of dissent by the holder of the share, of the capital stock of the distributing corporation outstanding immediately before the exchange; and

(d)  D is the fair market value, immediately before the distribution, of all the shares issued to the participant by the acquirer in consideration for shares of a specified class all of the shares of which were acquired by the acquirer on the exchange.

For the purposes of paragraphs c and d of the definition of “specified corporation” in the first paragraph, a corporation that is formed by an amalgamation of two or more other corporations is deemed to be a continuation of each of the other corporations.

1996, c. 39, s. 96; 1997, c. 3, s. 71; 2000, c. 5, s. 73; 2004, c. 8, s. 56; 2009, c. 15, s. 71.

2006-03-01

308.0.1. In this division,

“distribution” means a direct or indirect transfer of property of a corporation, referred to in this division as the “distributing corporation”, to one or more corporations, each of which is referred to in this division as a “transferee corporation”, where, in respect of each type of property owned by the distributing corporation immediately before the transfer, each transferee corporation receives property of that type the fair market value of which is equal to or approximates the proportion of the fair market value, immediately before the transfer, of all property of that type owned at that time by the distributing corporation that

(a)  the fair market value, immediately before the transfer, of all the shares of the capital stock of the distributing corporation owned at that time by the transferee corporation is of

(b)  the fair market value, immediately before the transfer, of all the issued shares of the capital stock of the distributing corporation;

“permitted acquisition”, in relation to a distribution by a distributing corporation, means an acquisition of property by a person or partnership on, or as part of,

(a)  a distribution, or

(b)  a permitted exchange or permitted redemption in relation to a distribution by another distributing corporation;

“permitted exchange”, in relation to a distribution by a distributing corporation, means

(a)  an exchange of shares for shares of the capital stock of the distributing corporation to which section 301 or sections 541 to 543 apply or would, if the shares were capital property to the holder thereof, apply, other than an exchange that resulted in an acquisition of control of the distributing corporation by any person or group of persons, and

(b)  an exchange of shares of the capital stock of the distributing corporation by one or more shareholders of the distributing corporation, each of whom is referred to in this paragraph and the second paragraph as a “participant”, for shares of the capital stock of another corporation, referred to in this paragraph and the second paragraph as the “acquirer”, in contemplation of the distribution where no share of the capital stock of the acquirer outstanding immediately after the exchange, other than directors’ qualifying shares, is owned at that time by any person or partnership other than a participant, and either

i.  the acquirer owns, immediately before the distribution, all the shares each of which is a share of the capital stock of the distributing corporation that was owned immediately before the exchange by a participant, or

ii.  the fair market value, immediately before the distribution, of each participant’s shares of the capital stock of the acquirer is equal to or approximates the amount determined by the formula

[A × (B / C)] + D;

“permitted redemption”, in relation to a distribution by a distributing corporation, means

(a)  a redemption or purchase for cancellation by the distributing corporation, as part of the reorganization in which the distribution was made, of all the shares of its capital stock that were owned, immediately before the distribution, by a transferee corporation in relation to the distributing corporation;

(b)  a redemption or purchase for cancellation by a transferee corporation in relation to the distributing corporation, or by a corporation that, immediately after the redemption or purchase, was a subsidiary wholly-owned corporation of the transferee corporation, as part of the reorganization in which the distribution was made, of all of the shares of the capital stock of the transferee corporation or the subsidiary wholly-owned corporation that were acquired by the distributing corporation in consideration for the transfer of property received by the transferee corporation on the distribution; and

(c)  a redemption or purchase for cancellation by the distributing corporation, in contemplation of the distribution, of all the shares of its capital stock each of which is

i.  a share of a specified class the cost of which, at the time of its issuance, to its original owner was equal to the fair market value at that time of the consideration for which it was issued, or

ii.  a share that was issued, in contemplation of the distribution, by the distributing corporation in exchange for a share described in subparagraph i;

“safe-income determination time”, in relation to a transaction or event or a series of transactions or events, means the time that is the earlier of

(a)  the time that is immediately after the earliest disposition or increase in interest described in any of paragraphs a to e of section 308.2.1 that resulted from the transaction or event or series of transactions or events; and

(b)  the time that is immediately before the earliest time that a dividend is paid as part of the transaction or event or series of transactions or events;

“specified class” means a class of shares of the capital stock of a distributing corporation where

(a)  the paid-up capital in respect of the class immediately before the beginning of the series of transactions or events that includes a distribution by the distributing corporation was not less than the fair market value of the consideration for which the shares of that class then outstanding were issued,

(b)  under neither the terms and conditions of the shares nor any agreement in respect of the shares are the shares convertible into or exchangeable for shares other than shares of a specified class or shares of the capital stock of a transferee corporation in relation to the distributing corporation, and

(c)  under neither the terms and conditions of the shares nor any agreement in respect of the shares is any holder of the shares entitled to receive on the redemption, cancellation or acquisition of the shares by the corporation or by any person with whom the corporation does not deal at arm’s length, excluding any premium for early redemption, an amount greater than the total of the fair market value of the consideration for which the shares were issued and the amount of any unpaid dividends thereon;

“specified corporation” in respect of a distribution means a distributing corporation

(a)  that is a public corporation or a specified wholly-owned corporation of a public corporation;

(b)  shares of the capital stock of which are exchanged for shares of the capital stock of another corporation, in this definition and the second paragraph referred to as an “acquiror”, in an exchange to which the definition of “permitted exchange” would apply if that definition were read without reference to paragraph a thereof and subparagraph i of paragraph b thereof and if the portion of that paragraph b before subparagraph i were read without reference to “either”;

(c)  that does not make a distribution, to a corporation that is not an acquiror, after 31 December 1998 and before the day that is three years after the day on which the shares of the capital stock of the distributing corporation are exchanged in a transaction described in paragraph b; and

(d)  in respect of which no acquiror, in relation to shares of the capital stock of the distributing corporation, makes a distribution after 31 December 1998 and before the day that is three years after the day on which the shares of the capital stock of the distributing corporation are exchanged in a transaction described in paragraph b;

“specified wholly-owned corporation” of a public corporation means a corporation all of the outstanding shares of the capital stock of which, other than directors’ qualifying shares or shares of a specified class, are held by

(a)  the public corporation;

(b)  a specified wholly-owned corporation of the public corporation; or

(c)  corporations described in paragraph a or b.

Where the transfer referred to in the definition of “distribution” in the first paragraph is by a specified corporation to an acquiror, in relation to shares of the capital stock of the specified corporation, the definition of “distribution” shall be read with “each type of property” replaced by “property” and with “of that type”, wherever it appears, struck out.

For the purposes of the formula in subparagraph ii of paragraph b of the definition of “permitted exchange” in the first paragraph,

(a)  A is the fair market value, immediately before the distribution, of all the shares of the capital stock of the acquirer then outstanding, other than shares issued to participants in consideration for shares of a specified class all the shares of which were acquired by the acquirer on the exchange;

(b)  B is the fair market value, immediately before the exchange, of all the shares of the capital stock of the distributing corporation, other than shares of a specified class none or all of the shares of which were acquired by the acquirer on the exchange, owned at that time by the participant;

(c)  C is the fair market value, immediately before the exchange, of all the shares, other than shares of a specified class none or all of the shares of which were acquired by the acquirer on the exchange and shares to be redeemed, acquired or cancelled by the distributing corporation pursuant to the exercise of a statutory right of dissent by the holder of the share, of the capital stock of the distributing corporation outstanding immediately before the exchange; and

(d)  D is the fair market value, immediately before the distribution, of all the shares issued to the participant by the acquirer in consideration for shares of a specified class all of the shares of which were acquired by the acquirer on the exchange.

For the purposes of paragraphs c and d of the definition of “specified corporation” in the first paragraph, a corporation that is formed by an amalgamation of two or more other corporations is deemed to be a continuation of each of the other corporations.

1996, c. 39, s. 96; 1997, c. 3, s. 71; 2000, c. 5, s. 73; 2004, c. 8, s. 56.