Acquisition of Control

Acquisition of Control is an in-depth Canadian tax course designed to help tax professionals identify, analyze, and plan for one of the most consequential events under the Income Tax Act: the acquisition of control of a corporation. A change in control can fundamentally alter a corporation’s tax profile. It can trigger deemed year-ends, restrict the use of losses, accelerate income inclusions, and change CCPC status — often with significant and unexpected consequences. This course provides a structured, practical framework for recognizing when an acquisition of control occurs and understanding the cascading tax implications that follow. The course begins by establishing the foundational concepts of control, clearly distinguishing between de jure control and de facto control, and explaining why only de jure control is relevant for acquisition-of-control purposes — while de facto control plays a critical role in anti-avoidance rules. Through legislative references and case law, participants learn how control is determined in real-world corporate structures. From there, the course examines the statutory triggers of an acquisition of control, including direct share acquisitions, parent–subsidiary relationships, amalgamations, contractual rights, and deemed control provisions. It also explores loss restriction events (LREs) and how these rules extend similar consequences beyond traditional acquisitions of control. A substantial focus is placed on the tax consequences that arise immediately upon an acquisition of control, including: • Deemed year-ends and stub-period filings • Proration of deductions such as CCA and the small business deduction • Acceleration of income inclusions, reserves, and shareholder loan implications The course then provides a detailed analysis of loss utilization restrictions, explaining: • The expiration of pre-acquisition capital losses • Streaming rules for non-capital losses • The treatment of losses on capital property, depreciable property, inventory, bad debts, and foreign currency items Recognizing that acquisitions of control often occur in planning contexts, the course also explores legitimate tax planning and mitigation strategies, including: • Strategic use of the section 111(4)(e) election • Triggering accrued gains to preserve expiring losses • Adjusting taxation year-ends within the 53-week window • Managing CCPC and non-CCPC status changes Throughout the course, complex rules are reinforced with practical scenarios, analytical frameworks, and references to relevant provisions of the Income Tax Act and CRA guidance. The emphasis is on helping practitioners identify risks early, avoid unintended consequences, and confidently advise clients on transactions involving changes in corporate control. This course is essential for tax professionals involved in corporate reorganizations, mergers and acquisitions, loss planning, and advanced compliance, and provides the technical depth required to navigate acquisition-of-control issues with clarity and precision.