Law360 Canada ( October 28, 2026, 9:48 AM EDT) -- Appeal by Harvard Properties Inc. (Harvard) from the Tax Court judgment dismissing its appeal from an assessment under s. 160 of the Income Tax Act (Act), and cross-appeal by the Minister from the identification of the tax debtor. Harvard owned a 50 per cent interest in a shopping mall. Abacus Capital Corporation (Abacus) offered to purchase the mall through a share-sale transaction structured to leave the co-owners in the same net after-tax position as a direct sale. Harvard transferred its mall interest to a newly incorporated subsidiary (Newco) for $44.9 million, comprising assumed debt and preferred and voting shares. Harvard then sold its shares in Newco to a subsidiary of Abacus. Newco sold the mall interest to a third-party purchaser. The Minister later assessed Harvard in respect of Newco’s tax liability, on the basis that Harvard received share-sale proceeds without giving consideration. The Minister alternatively relied on the General Anti-Avoidance Rule (GAAR). The Tax Court held that Harvard and the Abacus group were not dealing at arm’s length, Harvard gave no consideration for the transfers and s. 160 of the Act applied. Alternatively, it found that GAAR applied because creating and selling Newco’s voting shares were avoidance transactions designed to prevent s. 160 of the Act from applying. Harvard submitted that the Tax Court erred in its arm’s length and consideration analyses and in finding that the GAAR applied. The issues were whether the Tax Court erred in concluding that s. 160 of the Act applied, and whether the Tax Court erred in concluding that the GAAR applied....