Wealth Signal
Edition · Edition 056 / Transferable To You · Item 01

1. Malone’s recapitalisation → s.86 / s.85 reorganisation and the estate freeze

Transfers well

This is the week’s one genuinely portable mechanic. Malone changed what class of shares he held without selling anything and without triggering tax. Canada has the direct analogue: under s.86 of the Income Tax Act a shareholder can exchange shares of one class for shares of another in a reorganisation of capital on a tax-deferred rollover, and s.85 does the same for a transfer into a corporation.

The owner-manager version is the estate freeze: exchange your common shares for fixed-value preferred shares that lock in today’s value, then issue new growth common shares to a family trust. Future appreciation accrues to the trust — which is where the LCGE multiplication and the succession planning live. The mechanism is identical in shape to what Liberty did: restructure the share classes, do not sell.

It does not need billions. It needs a private corporation with value in it and growth ahead of it — and it is materially cheaper and cleaner to do before the value accrues than after.

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