text:
Difference in Dialogue
Campus Construction
The Sarahs
Sarah Lawrence Mourns the Passing of Bob Judd, Music Scholar and President Cristle Collins Judd's Husband
President Cristle Collins Judd and her husband, Bob Judd
Robert Floyd ("Bob") Judd, 63, died on August 24, 2019 in Bronxville, NY.
Bob grew up in Ohio, where his deep love of music was fostered as a boy in the choir of Christ Episcopal Church, Shaker Heights. Through his participation in the Royal School of Church Music Summer Schools, he sang in various British chapels and cathedrals, including singing a solo in Westminster Abbey (supposedly the first American treble to have done so); as a treble, he also sang a solo with the Cleveland Orchestra under the direction of Robert Shaw. In addition to singing, Bob's musical pursuits included keyboard instruments (organ, harpsichord, and piano) and trumpet. Bob received an undergraduate degree in organ performance from Kent State University, summa cum laude; a master's degree in musicology from Rice University; and a doctorate in musicology from the University of Oxford. A scholar of Renaissance keyboard music, he was awarded tenure as a faculty member at California State University-Fresno. In 1996 he accepted the position of Executive Director of the American Musicological Society, now located at New York University, which he held for 23 years. Bob also continued his service as a church musician as the organist and choirmaster for many of his parish churches.
Bob met his wife Cristle while they were students at Rice University. They were married in 1983 at Christ Church Oxford and together their academic careers took them around the world from Oxford to Melbourne, Australia; to Exeter, England; to Fresno, CA; to Philadelphia, PA; to Brunswick, Maine; to Manhattan. Most recently they moved to Bronxville, New York when Cristle became President of Sarah Lawrence College. Wherever he was, Bob approached his work and life with a desire to serve others, with deep faith, humility, and generosity.
Bob loved sports, especially biking and squash; playing chess; and solving word games and logic puzzles of all sorts. He always had a pun at the ready, and a seemingly endless repository of bad jokes and "dad jokes," delivered with a winning laugh and disarming smile. Bob's frugality in service of a greater good was legendary. He was a connoisseur of hot sauce, a talented baker of bread, and a renowned canner of pickles. But above all was his profound love of his family, and his pride in his daughters, manifest in ways small and large.
Bob is survived by his wife Cristle; daughters Sarah, Hannah, and Katie, and son-in-law Rafael; mother Polly; sister Betsey; brother Don; brothers- and sisters-in-law Rich, Craig, Lori, Corey, Clay, and Jana; and many loving aunts, uncles, cousins, nieces, and nephews.
A funeral liturgy will be celebrated at Christ Church Bronxville on Thursday, August 29 at 2 p.m. Arrangements are being handled by the Fred H. McGrath & Son Funeral Home. In lieu of flowers the family requests contributions to the American Musicological Society, 20 Cooper Square, Floor 2, New York, New York 10003 ("Robert Judd Fund") or the charity of your choice.
Writing Faculty Nicolaus Mills Explores the 1956 Southern Manifesto and Parallels to Today
The New Normal: The Evolution of Workplaces in the Era of COVID-19
SLC's Early Childhood Center Completes Entire Semester Outdoors
Season's Greetings from the President's Desk


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Cocaine 'super-cartel' busted in Dubai, Europe: police
Police have dismantled a huge drugs "super-cartel" that controlled a third of Europe's cocaine trade, arresting 49 people in various countries, including six chief suspects in Dubai, Europol said Monday
Europol said suspects were arrested in Dubai, Spain, France, Belgium and the Netherlands. — AFP
Police have dismantled a huge drugs "super-cartel" that controlled a third of Europe's cocaine trade, arresting 49 people in various countries, including six chief suspects in Dubai, Europol said on Monday.
The huge international operation seized 30 tonnes of the drug and led to arrests in Belgium, France, the Netherlands and Spain, the European Union's police agency said in a statement.
The crackdown -- which involved one "extremely big fish" from the Netherlands and based in Dubai-- largely targeted cocaine coming from South America through the ports of Rotterdam and Antwerp.
"The drugpins, considered as high-value targets by Europol, had come together to form what was known as a 'super cartel' which controlled around one third of the cocaine trade in Europe," Europol said.
"The scale of cocaine importation into Europe under the suspects' control and command was massive and over 30 tonnes of drugs were seized by law enforcement over the course of the investigations."
Europol said Dubai had arrested two "high-value" suspects who are linked to France, two connected to the Netherlands and another two linked to Spain.
Ten people were arrested in Belgium, six in France and 13 in Spain. Another 14 people were arrested in 2021 in the Netherlands as part of the same operation, the Hague-based organisation said.
The arrests were the latest in a series that followed a police hack of sophisticated encrypted telephones used by organised crime networks last year, Europol said.
Police took down the SKY ECC phone platform last year, after secretly using it for a long period to listen in on what were supposed to be secure communications between drug traffickers.
'Extremely big fish'
Dutch prosecutors said they would request the extradition of the suspects from the United Arab Emirates.
One of the suspects was a 37-year-old man with dual Dutch and Moroccan nationality, who was held for allegedly importing thousands of kilogrammes (pounds) of cocaine into the Netherlands in 2020 and 2021.
"These are serious criminal offences pertaining to international drug trafficking, mainly from South America via the ports of Antwerp and Rotterdam," the Dutch public prosecution service said in a statement.
The other was a 40-year-old dual Dutch-Bosnian national, it said.
"One of the Dutch suspects is an extremely big fish," a Europol source told AFP on condition of anonymity.
The Dutch suspects were allegedly linked to Ridouan Taghi, who was arrested in Dubai in 2019 and is now on trial in the Netherlands, the source said.
Taghi is accused of running a huge Amsterdam-based cocaine smuggling group and faces charges including murder.
Spain's Guardia Civil said a total of 13 people had been arrested in Barcelona, Madrid and Malaga on November 8 after 698 kilogrammes (1,539 pounds) of cocaine were found in a container in the port of Valencia.
The head of the smuggling operation, a British national, fled to Dubai after an attempted arrest in Spain and was continuing to direct operations from there, it said in a statement.
The cocaine was imported from Panama in central America and his supplier, a Panamanian, also lived in Dubai, it said.
Beijing has hit 'temporary herd immunity'
Green energy investment tops $1 trillion, matches fossil fuels
Blinken voices sorrow for martyred 'innocent' Palestinians
Canada province tests decriminalising hard drugs including heroin, cocaine
Japan and NATO pledge firm response to China, Russia threats
China angered by new Czech president's Taiwan call
Who is India's Adani and why is his company tanking?
Myanmar junta prepares for poll, raising fears of more bloodshed
Fight climate change without slowing growth: UAE
'World dangerously unprepared for next crisis'
Societies only became truly resilient through planning for different types of disaster, says IFRC
Blinken urges 'calm' as Israel-Palestinian conflict escalates
US top diplomat says all parties to calm things down, de-escalate tensions and work for a two-state solution
Women drive high-speed train in Saudi Arabia
Proportion of women in kingdom's workforce has more than doubled since 2016, from 17% to 37%
Israeli guards kill Palestinian teenager near West Bank settlement
Karam Ali Ahmad Salman, 18, was shot dead by "the Israeli occupation near the settlement of 'Kedumim'," says official
Khalistan referendum: Pro-Khalistan Sikhs, BJP supporters clash in Melbourne
Videos circulating on social media show at least two men with injuries to their heads
Former UN chief calls for climate action over 'visions' at COP28
Ban also signs MoU with Dubai Cares to launch an environmental training programme targeting youth

redpajama_set_name: RedPajamaCommonCrawl


Our love for beautiful purses is well documented. So we at the TZR office were thrilled to hear about today's launch of Dannijo's holiday handbag collection. The 9-piece strong assortment (7 bags, 2 card cases) hit the brand's online shop this morning with the promise to meet all our soiree-season needs and then some. Thanks to a glitzy, brooch-like detail, the Lypton cross-body is the elevated answer to the much-loved mini bag trend, while the Rex clutch is essentially wearable confetti. We took the holiday prep a step further and paired 5 of our favorite silhouettes with its perfect party-shoe match. Now all you need is a LBD and an occasion.


moving mountains: The Heat, the Hockey and the Canada!
Now, I know that many of you are sitting in Canada right now, watching hockey in –20 degrees Celsius, but trust me in saying that it's not a good sign when a Canadian feels room temperature at +25 degrees. We've been seeing temperatures up to around 38 degrees during most days here. We've cranked up the A.C. when it gets unbearable, so we're fine, we just try to avoid the outdoor blistering heat.
The thermometer on our boat, showing the current temperature. This was actually shortly after we started the air conditioning, so the temperature is down a couple of degrees.
The next order of business that's blogworthy happens to be (ironically) the winter Olympics. We decided that to miss them would be kind of sad and feel a bit like we're missing too much home. So we decided to find a sports restaurant/bar to watch them at. So Mom found a place called Beaches, which must've had at least twenty big screen TV's lining the walls all playing the women's gold hockey game. The food was mediocre, but we had so much fun watching the game that we decided to come back the next day for the men's game against America and then the men's gold game as well! (Which happened at 7:00 AM our time).
For those who don't know our family are not big hockey fans and have never watched much of it, but we decide that getting a little bit of Canada would be fun down here.
Also luckily, the bar was run by a Canadian fellow so the channels were Canadian and every time we got a goal the patriotic hockey fans would put down their beers for a split second to cheer!
Keeping a close eye on the hockey game.
Some of the other Canadian hockey fans watching the game with us at 7 in the morning.
That about wraps up what the last couple of days have been for me but we're going to hopefully leave the Caymans, aiming at Honduras in the next few days. Bye!


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redpajama_set_name: RedPajamaGithub


Hudson Global Limited T/A Valve Supplies Ltd, The Director Stephen Hudson has been trading since 1988 so now with 30 years in this business of importing and distributing valves and hoses to New Zealand Plumbers he has always maintained the supply of high quality products.
Should any product be found to be defective due to a product manufacturing defect we would offer to replace that valve or hose. Installation cost is excluded.
Our company has insurance public liability cover which provides some insurance cover to help with any such claims of resulting damage caused from the use of any such potentially defective product.
Should this type of unfortunate incident occur the procedure is to work with your insurance company using your public liability cover and the home owners insurance to ensure the work is repaired quickly. Then these insurance companies talk and work it out together and might then seek some forms of claims from the suppliers and this is when our policy is used. The insurance assessors check the site to determin if the leak or damage is a result of a defective product or a result of installation workmanship.
All goods sold are subject to trade or distributor discount. Should credit facilities be provided, payment is required on or before the 20th of the month following the suply of the goods, failure to complete the payment will result in collection costs and interest being charged in addition to the costs of the goods.
All goods remain the exclusive property of Hudson Global Limited T/A Valve Supplies Ltd until paid in full.
Goods ordered are packaged and delivered to your nominated address by courier.
"Valve Supplies.co.nz " will appear on the cardholders statements for all transactions through this website.
Should goods be ordered and returned within seven days of the delivery in original packaging and not soiled in any way, we can then credit your account to the value of this purchase to go towards your next stock purchase, no cash refunds are provided.


Kids don't come with a manual, and parents don't get grades to affirm they're doing things right. Each week there will be a different TED Talk that connects to the journey of parenting. Join other Mount Olivet parents to dig into the complexities of parenthood, hear insights from other parents, and discover solid resources through this TED Talk series.
Pizza is available for purchase for $1 per slice, and there will be beverages and snacks provided.


Video marketing capitalizes on the YouTube craze and gives businesses a popular medium to showcase their products or services, nudge customers in the direction of a purchase, help their SEO efforts and build an army of brand advocates. If businesses aren't trying to create informative or useful videos with a twist of humour and character, they're missing out on a powerful way to engage their customers and increase conversions.
For more information on our video marketing services as well as our services for SEO in Montreal, do not hesitate to get in touch with us today to discuss your social media marketing strategy.


text:
Lovers in Araby is a 1924 British silent adventure film directed by Adrian Brunel and starring Annette Benson, Miles Mander and Norman Penrose. Much of the film was shot on location in North Africa.

Cast
 Annette Benson as Nadine Melville
 Miles Mander as Derek Fare
 Norman Penrose as Paul Melville
 Adrian Brunel as Martin Carme

References

Bibliography
 Low, Rachael. History of the British Film, 1918-1929. George Allen & Unwin, 1971.

External links

1924 films
1924 adventure films
British adventure films
Films directed by Adrian Brunel
British silent feature films
British black-and-white films
1920s English-language films
1920s British films
Silent adventure films

redpajama_set_name: RedPajamaWikipedia


Merciful Lord, it is so easy to be frightened by the world and by events occurring in it; by the wickedness of the age, which is so evident all around us; by the sinfulness and human frailty of all mankind, so easy led astray by so many things; and by my constant seeking of myself rather than You, O Lord. Contemplating this, how fearful I become!
Dearest Lord, I need You to remind me not to be afraid – that nothing can happen which You do not permit; and whatever You do permit, has a value and a potential for good, enough though I may not see it clearly.
Remind me that all things are in Your hands, that all things pass except You alone.
Help me to be at peace, O Lord.


If you have skype installed you can select the link below to call John Goss MNCS (Accred).
Counselling is a way of exploring what issues might be bothering you, in a confidential and non judgemental space.
I believe the relationship between client and counsellor is very important, and that not one approach works for everyone. With this in mind, I tailor how we work according to what you want from the Counselling.
If you decide to make contact, I arrange an 'Initial Meeting' with you. This lasts up to 50 minutes, and will be held at the Counselling location you have chose (London or Bletchley).
This is an opportunity for me to find out what you'd like from the counselling, and for you to decide if I am the right Counsellor for you. It's also a good opportunity for you to get a feel of the venue, and ask any questions you might have.
From then on, you are welcome to give it some thought, it might be appropriate for me to give you options about other forms of support might be worth exploring, or we agree to book a counselling appointment.
You can contact me by phone - 07776 153 426 or email, using the contact form.
Counselling Session: £40.00 (Milton Keynes) £60.00 (London). Reduced rates available, please contact for more information.
I work on a pre payment basis. This means that appointments need to be paid beforehand, either by Bank Transfer, Cash or Credit/Debit Card. Appointments cancelled with 24hrs are refundable, cancellations with less than 24hrs notice are not refundable.
Since qualifying in 2015, I have, and continue to undertake various Continuing Professional Development (CPD) training, as I believe this is an important aspect of my work.
I am sometimes able to offer reduced fees to those studying Counselling courses, or those on a low income. Please contact me for more information.
Initial Meeting - this can be paid by Bank Transfer, or I can invoice you, in which case payment can be made securely online, by Credit or Debit Card.
Counselling Sessions - I am able to take payment by Cash, Credit or Debit Card, or Bank Transfer.
No appointments are confirmed without payment being made beforehand. Cancellations with 24 hours notice or more are refundable, cancellations with less than 24hrs notice are not refundable. This is to cover the costs which are incurred, such as room hire and travel.
A short drive from Central areas of Milton Keynes or can be reached by bus. Onsite and nearby parking available (subject to availability) free of charge.


Note: IAIA18 abstracts must be submitted by 19 October 2018.
Lives in the region where the conference will be held (IAIA19: Australia).
Has submitted an IAIA19 abstract for a paper presentation by 19 October.
Applicants must submit a complete application form and all required attachments by 25 November 2018.
The recipient will be expected to attend IAIA19 in its entirety, remaining in Brisbane, Australia, from approximately 29 April through 2 May 2019.
Complete the form below no later than 25 November 2018.


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Private tuition harms social mobility
By Murray Morrison23 March 2018
Murray Morrison argues it's possible to improve education for all with technology and more manageable teacher workloads
Source: Indypendenz / Shutterstock.com
The British education system is, on one hand, the envy of the world. Speakers at the latest global summit for education technology espoused the view that international educators look to the UK for inspiration, and 35,000 people flooded London's Bett education trade show to discover ideas and products that will revolutionise teaching and learning.
On the other hand, our education system is in crisis. Any teacher will tell you the system is in meltdown: budgets are strained, teachers are suffering from unmanageable workload and recruitment is in freefall.
A system under pressure
Teachers and school leaders are under increasing pressure to show results through accountability measures, and stress has inevitably trickled down to students. The good intentions might have been to raise standards in schools, but they have resulted in a looming mental health epidemic among vulnerable teenagers and a collapse of the teaching profession. As the system is squeezed until the pips squeak, those with least access to support lose out most – and there's an unavoidable impact on social mobility and our economy.
The discrepancy between our image as 'education nation' and an education system in decline isn't too hard to explain: all the buzz comes from the top. We have excellent universities producing brilliant graduates that drive forward science, arts and innovation. We have wonderful schools supplying students for these universities. But these 'headliners' are a tiny proportion of the country.
Some may assume it's the quality of teaching that makes the future doctor. But I have found, working with hundreds of schools, that it's the individualised support students receive outside class that differentiates our children's futures.
Growth of private tuition
When hamstrung teachers have little time to give their pupils individual attention, those few more fortunate students can gain a huge advantage over their peers. The most obvious route to this advantage is through private tuition.
A 'sideline job' that barely existed in 2000, private tuition is now worth almost £2 billion: 25% of students may have 'some tuition' at 'some point'. When you dig into the figures, however, it becomes clearer what's going on in this opaque and unregulated industry. The figure in major urban centres rises to 42%; at independent schools it's more like 80% and, in London, approaching 95% of independent school students have regular weekly tuition. There are around 500 agencies in London offering tuition at rates from £50 to over £100 per hour. The oft-quoted line by parents is 'Well, we didn't want to, but everyone else in the class has a tutor so we had no option.'
If the most affluent and well-situated 5% of the population are receiving most of the tuition, it puts them at an enormous advantage. A student with a tutor will generally have a better academic record, better grades and a more positive view of study. Students at independent schools (having far more tuition than their counterparts) represent 7% of the population at secondary level but 14% in further education. At Russell Group universities, their proportion rises further to 20%; at Oxford and Cambridge, it's over 40%.
Students who use tutors don't always benefit: students tutored to perform often become dependent on that support to sustain them in their academically elevated position. They become stressed and the tuition becomes a crutch. But it's lucrative for the agency, which makes at least £20 in hourly commission, several times a week, for years afterwards.
Support for all?
However, if tuition does prepare students more thoroughly for the all-important exams, if it builds discipline, confidence, aspiration and a love of learning, then think of the converse for the majority without tuition: lower aspirations, lower achievements, less discipline to study effectively and wasted opportunities.
When attending a top university becomes a shibboleth that opens doors to the best careers, the shame is that a wealth of talented people are missing out (and our universities are missing out on them) because they didn't have the necessary support. Meanwhile, many less able or less educationally jaded individuals are getting through. This disconnect should worry us all.
Technology provides some solutions: by democratising and vastly reducing the cost of support through adaptive, personalised learning programmes and online tuition access, many more students can achieve better grades and open up opportunities. My own company's software, Tassomai, engages students in practising content and provides feedback to teachers about who needs help and where. This alone can halve teacher marking time and enable teachers to use targeted intervention. But technology cannot be the whole story.
Teacher workload, and a national lack of respect for what teaching really is (or should be) is a threat to our future prosperity and job satisfaction. Education technology is trying to tackle one tiny part of this problem, but we need to make cultural changes in teaching in this country. We should be paying teachers to teach, not to collect and process data.
Teachers and schools, liberated from mundane tasks, will be better able to support their students to learn independent study skills, motivation and aspiration, and to inspire them to fight against an inequitable system.
The fee for this article was donated to The Access Project, a charity that helps students from disadvantaged backgrounds win places at top universities by providing them with a volunteer tutor and mentor support.
Murray MorrisonMurray is the founder of Tassomai, The Learning Program
Follow @@murraldmorrison
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Photo credit: Photo by Tom Hull. Children pictured are volunteers.
The NSPCC helps children who have been abused to rebuild their lives, protect those at risk, and we find the best ways of preventing abuse from ever happening.
We work with families when they're going through difficult times - like battling addiction or overcoming mental health problems. We offer all kinds of support - from helping new parents care for their baby to giving professionals the tools they need to assess neglect. We also visit primary schools, giving children the confidence to speak out and seek help if they ever need it. And we help parents keep their children safe through campaigns like the Underwear Rule and Share Aware.
The NSPCC helpline responded to almost 55,000 contacts from adults concerned about the welfare of a child last year. And a child calls Childline every 25 seconds. Our volunteers have conversations that mean we can protect children in abusive situations by getting them the help they need, when they need it most.
If you'd like to support our fight for every childhood, why not get involved with our Little Stars campaign?
Donate £5* to the NSPCC and name a light on Oxford Street for someone special in your life which will sparkle as part of the world famous display.
You can name your light for your little one, to show your mum how much you care, or for that person who deserves a special thank you. Whoever you choose, share that festive glow with a personalised message and light up their Christmas.
So head to https://nspcc-little-stars.org.uk/ and, together, we can make Christmas sparkle for children.


text:
2017 Ruling 2016-0643931R3 - PUC reinstatement on emigration
Unedited CRA Tags
219.1; 212.3; 87(11); 88(1)
Target Facts
Arrangement Facts
Foreign Affiliate Dumping Notice Facts
Bump Designation Facts
PROPOSED TRANSACTIONS
PURPOSES OF THE PROPOSED TRANSACTIONS
RULINGS GIVEN
Principal Issues: 1. Whether the PUC that has been reduced as a result of the foreign affiliate dumping rules can be reinstated immediately prior to emigration; 2. Whether administrative position to not require calculation of tax-free surplus balance applies; 3. Whether 88(1)(d) applies.
Position: 1. PUC reinstatement applies upon emigration; 2. Administrative position does not apply; 3. Paragraph 88(1)(d) applies.
Reasons: 1. In compliance with law; 2. Tax-free surplus balance already computed by taxpayer; 3. Application of subsections 87(11) and 88(1).
XXXXXXXXXX								2016-064393
XXXXXXXXXX, 2017
Dear XXXXXXXXXX
Re: Advance Income Tax Ruling
This is in reply to your letter of XXXXXXXXXX and subsequent amended submissions, the most recent dated XXXXXXXXXX, wherein you requested an advance income tax ruling on behalf of the above-noted taxpayer. We also acknowledge the additional information provided to us by telephone and email.
To the best of your knowledge, and that of the above-noted taxpayer, none of the issues involved in this advance income tax ruling are:
(i) in an earlier tax return of the above-noted taxpayer or of a related person;
(ii) being considered by a Tax Services Office or a Taxation Centre in connection with a previously-filed tax return of the above-noted taxpayer or of a related person;
(iii) under objection by the above-noted taxpayer or by a related person;
(iv) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has expired; or
(v) the subject of a ruling previously considered by the Income Tax Rulings Directorate in connection with the above-noted taxpayer or a related person.
Unless otherwise stated, all references in this letter to a statute are to the Income Tax Act (Canada), R.S.C. 1985, c.1 (5th Supp.), as amended to the date of this letter (the "Act") or the Income Tax Regulations (the "Regulations"). All references to currency are to the Canadian dollar, unless otherwise stated. This document is based solely on the Facts, Proposed Transactions, Purposes of the Proposed Transactions, and Additional Information described below. Any documentation submitted in respect of your request does not form part of the Facts, Proposed Transactions, Purposes of the Proposed Transactions or Additional Information and any references thereto are provided solely for the convenience of the reader.
In this letter, the following terms have the meanings specified:
a. "adjusted cost base" has the meaning ascribed thereto in section 54;
b. "arm's length" has the meaning ascribed thereto in subsection 251(1);
c. "Amalco" means XXXXXXXXXX, the company formed under the laws of XXXXXXXXXX as a result of the Amalgamation;
d. "Amalgamation" means the amalgamation as described in paragraph 26 hereof;
e. "Arrangement" means the arrangement as described in paragraph 9 hereof;
f. "Arrangement Agreement" means the arrangement agreement described in paragraph 9 hereof;
g. "Assignor" means XXXXXXXXXX, a company incorporated XXXXXXXXXX under the laws of XXXXXXXXXX;
h. "BCA" means the XXXXXXXXXX as amended;
i. "Bump" means the designation and resulting increase in adjusted cost base described in paragraph 30 hereof;
j. "capital property" has the meaning ascribed thereto in section 54;
k. "Continuation" means the continuation of Amalco out of XXXXXXXXXX and into XXXXXXXXXX, as described in paragraph 31 hereof;
l. "CRA" means the Canada Revenue Agency;
m. "depreciable property" has the meaning assigned by subsection 13(21);
n. "Effective Date" means XXXXXXXXXX, the date on which all of the transactions contemplated by the Arrangement (other than those described in paragraph 23 hereof) were consummated;
o. "Effective Time" means XXXXXXXXXX on the Effective Date, the time at which the transactions contemplated by the Arrangement (other than those described in paragraph 23 hereof) were consummated, sequentially, in the order set out in the Plan;
p. "Forco" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and a non-resident of Canada for purposes of the Act;
q. "Forco Group" means Forco and all of those corporations, partnerships and entities over which Forco has the ability to exercise control, which include Partnership 1, Partnership 2 and, following the Effective Time, Parent, Target, Amalco, Subco 1 and Subco 2;
r. "Foreignco" means XXXXXXXXXX, a XXXXXXXXXX company that acts as a trustee for a trust settled for the benefit of Mr. B and his family, all non-residents of Canada for purposes of the Act;
s. "ineligible property" has the meaning assigned by paragraph 88(1)(c);
t. "Mr. A" means XXXXXXXXXX, a resident of XXXXXXXXXX and a non-resident of Canada for purposes of the Act;
u. "Mr. B" means XXXXXXXXXX, a non-resident of Canada for purposes of the Act;
v. "paid-up capital" has the meaning assigned by subsection 89(1);
w. "Parent" means XXXXXXXXXX, a company incorporated under the BCA on XXXXXXXXXX;
x. "Parent Shares" means the shares of Parent issued to Significant Shareholder as described in paragraph 23 hereof;
y. "Partnership 1" means XXXXXXXXXX, the interests in which are not publicly traded;
z. "Partnership 2" means in XXXXXXXXXX, a partnership established under the laws of XXXXXXXXXX;
aa. "Plan" means the plan of arrangement as described in paragraph 9 hereof;
bb. "Proposed Transactions" are the transactions described in paragraphs 31 to 33 hereof;
cc. "public corporation" has the meaning assigned by subsection 89(1);
dd. "Significant Shareholder" means XXXXXXXXXX, a resident of XXXXXXXXXX and a non-resident of Canada for purposes of the Act;
ee. "Specified Shareholder" has the meaning assigned by subsection 248(1), as modified by subparagraph 88(1)(c.2)(iii);
ff. "Subco 1" means XXXXXXXXXX, a company organized under the laws of XXXXXXXXXX. It is the result of a merger in XXXXXXXXXX of XXXXXXXXXX companies incorporated between XXXXXXXXXX and XXXXXXXXXX;
gg. "Subco 2" means XXXXXXXXXX, a company organized under the laws of XXXXXXXXXX. It is the result of a merger in XXXXXXXXXX of XXXXXXXXXX companies incorporated between XXXXXXXXXX and XXXXXXXXXX;
hh. "Subco Shares" means all of the issued and outstanding shares of Subco 1 and Subco 2, collectively;
ii. "Target" means XXXXXXXXXX (pre-Amalgamation predecessor of Amalco), a company incorporated under the BCA;
jj. "Target Shares" means the common shares of Target;
kk. "taxable Canadian corporation" has the meaning assigned by subsection 89(1); and
ll. "taxable Canadian property" has the meaning ascribed thereto in subsection 248(1).
1. Target was originally incorporated under the BCA on XXXXXXXXXX under the name XXXXXXXXXX. At all relevant times prior to the Effective Time, Target was a "public corporation" and a "taxable Canadian corporation." Target filed its income tax returns with the XXXXXXXXXX Tax Centre and dealt with the XXXXXXXXXX Tax Services Office of the CRA.
2. At all relevant times prior to de-listing effective at the close of business on XXXXXXXXXX, Target's common shares were traded on the XXXXXXXXXX.
3. At all relevant times prior to the Effective Time, Target's assets consisted of two wholly-owned subsidiaries, Subco 1 and Subco 2, as well as certain intellectual property rights (trademarks and trade names) relating to the XXXXXXXXXX business operated by Subco 1 and Subco 2. At the Effective Time, the fair market value of the Subco 1 shares was approximately $XXXXXXXXXX, the fair market value of the Subco 2 shares was approximately $XXXXXXXXXX and the fair market value of the intellectual property rights held by Target was approximately $XXXXXXXXXX.
4. At all relevant times, Target held the Subco Shares as capital property for purposes of the Act.
5. At all relevant times prior to the Effective Time, Target was not carrying on a business in Canada and most of its value was derived from the Subco Shares.
6. Target historically operated as a XXXXXXXXXX corporation under the name XXXXXXXXXX. It was listed on the XXXXXXXXXX for financing purposes and was engaged in financing XXXXXXXXXX located in XXXXXXXXXX, Canada. However, Target's business changed in XXXXXXXXXX when it acquired the XXXXXXXXXX and XXXXXXXXXX described below and changed its name to XXXXXXXXXX.
7. Prior to the Arrangement, only one shareholder of Target was a Specified Shareholder: Significant Shareholder legally and beneficially owned XXXXXXXXXX Target Shares, representing approximately XXXXXXXXXX% of the issued and outstanding Target Shares. The remaining issued and outstanding Target Shares were widely held (no other shareholder, either individually or as part of a group of persons, held XXXXXXXXXX% or more of the issued and outstanding Target Shares) and no shares of Target of any other class were issued and outstanding. No person or group of persons controlled Target at any relevant time prior to the Arrangement. At no time during the 60-month period ending on the Effective Date did Significant Shareholder or any person not dealing at arm's length with Significant Shareholder hold XXXXXXXXXX% or more of the issued and outstanding shares of any class of Target's shares.
8. Subco 1 operates XXXXXXXXXX in XXXXXXXXXX. Subco 2 operates XXXXXXXXXX in XXXXXXXXXX. Neither Subco 1 nor Subco 2 has carried on business activities in Canada.
9. On XXXXXXXXXX, Assignor and Target entered into an arrangement agreement (the "Arrangement Agreement") pursuant to which the Assignor and Target agreed, subject to the terms and conditions thereof, to propose (to shareholders of Target) a statutory plan of arrangement under XXXXXXXXXX of the BCA (as amended, the "Plan") and pursuant to which the Assignor would acquire all of the Target Shares (the "Arrangement"). The Plan could not be given effect without the approval of the Target's shareholders and subsequent court approval.
10. On XXXXXXXXXX, Assignor's sole shareholder was Mr. B, who held XXXXXXXXXX of Assignor issued for XXXXXXXXXX. Mr. B had full legal control of Assignor. As Mr. B lacked the funds necessary to consummate the acquisition of Target as contemplated by the Arrangement Agreement, he sought to co-invest with Partnership 1. Due to Partnership 1's preference to consummate the transaction using a new entity, Parent was incorporated under the BCA on XXXXXXXXXX by an affiliate of XXXXXXXXXX for and on behalf of Partnership 1. To this date, Assignor remains a dormant company with Mr. B as its sole shareholder and director, and is in the process of being wound up. Mr. B and his family never owned any shares of Target.
11. On XXXXXXXXXX, Assignor, Target and Parent entered into an assignment and assumption agreement, pursuant to which Assignor agreed to assign to Parent and Parent agreed to assume all of the rights and obligations of Assignor under the Arrangement Agreement, such that Parent would, at the Effective Time and in accordance with the provisions of the Arrangement Agreement and the Plan, inter alia, acquire all of the Target Shares and amalgamate with Target. No consideration was paid by either Parent or Assignor for said assignment/assumption. The obligations pursuant to the Arrangement Agreement assumed by Parent included, inter alia:
(a) paying the amount of consideration for Target Shares stipulated in the Arrangement Agreement (and to satisfy financing conditions in respect thereof);
(b) participating in obtaining regulatory approvals;
(c) participating in preparation of regulatory filings in respect of the Arrangement and Plan; and
(d) not hindering the ability of the acquiror (under the Arrangement Agreement) to consummate the transactions contemplated thereby.
The Arrangement Agreement was simultaneously amended, inter alia, to reflect the foregoing assignment/assumption and to reflect Parent as the new acquiror thereunder.
12. Other than as described in paragraphs 10 to 11 above, Assignor was not a party to the Arrangement or any of the transactions contemplated by the Arrangement Agreement or Plan. Partnership 1 was otherwise dealing at arm's length with Target prior to the assignment of the Arrangement Agreement contemplated in paragraph 11 above and Partnership 1 was otherwise dealing at arm's length with Assignor at all relevant times.
13. On XXXXXXXXXX, the shareholders of Target approved the Arrangement and Plan. The Supreme Court of XXXXXXXXXX issued its final order approving the Plan on XXXXXXXXXX, which became legally effective under the BCA.
14. On XXXXXXXXXX, Partnership 1 subscribed for XXXXXXXXXX class A common shares and XXXXXXXXXX preferred shares of Parent in consideration for an aggregate subscription price of XXXXXXXXXX (equivalent of $XXXXXXXXXX, of which $XXXXXXXXXX was in respect of the class A common shares and $XXXXXXXXXX was in respect of the preferred shares). The funding for this investment was the result of a capital call to its existing investors pursuant to their pre-existing capital commitments.
15. The class A common shares of Parent were entitled to one vote per share, pro-rata dividends as and when declared by the directors of Parent, as well as to pro-rata distributions in the event of a liquidation of Parent.
16. The preferred shares of Parent were non-voting, were entitled to fixed dividends (in preference to class A and B common shares of Parent), and were only entitled to the amount of their original issue price plus accrued and unpaid dividends upon a liquidation of Parent (in preference to any pro-rata distributions in respect of class A and B common shares of Parent).
17. Partnership 1 was the legal and beneficial owner of the foregoing shares of Parent described in paragraph 14 hereof. To the knowledge of Partnership 1's management, no investors holding a direct or indirect interest in Partnership 1 held any interest in Target prior to the Effective Time as part of a series of transactions or events that includes the Arrangement.
18. Forco controls Partnership 1 indirectly as follows: it holds the sole general partner interest in Partnership 2, which in turn holds the sole general partner interest in Partnership 1. Partnership 1 held the majority voting shares in Parent (being the XXXXXXXXXX class A common shares of Parent), as described in paragraph 14 hereof. XXXXXXXXXX individuals (all non-residents of Canada for purposes of the Act) indirectly control Forco. At all relevant times, each of these XXXXXXXXXX non-resident individuals was dealing at arm's length with Significant Shareholder. To the best of Partnership 1's management's knowledge, all investors of Partnership 1 were dealing at arm's length with Significant Shareholder at all relevant times.
19. Partnership 2 and Partnership 1 are partnerships established under the laws of XXXXXXXXXX and are treated as such for purposes of the Act.
20. On XXXXXXXXXX, Mr. A subscribed for XXXXXXXXXX class B common shares of Parent in consideration for an aggregate subscription price of XXXXXXXXXX (equivalent of $XXXXXXXXXX). The class B common shares of Parent were non-voting, were entitled to pro-rata dividends as and when declared by the directors of Parent, and were entitled to pro-rata distributions in the event of a liquidation of Parent. Mr. A was the legal and beneficial owner of the foregoing shares of Parent. Mr. A subscribed for shares of Parent for his own investment purposes. On XXXXXXXXXX, Mr. A held approximately XXXXXXXXXX shares of Target (representing less than XXXXXXXXXX% of the shares of the issued and outstanding shares of Target) through XXXXXXXXXX, his wholly-owned company incorporated under the laws of XXXXXXXXXX. At all relevant times, Mr. A was dealing at arm's length with Significant Shareholder.
21. On XXXXXXXXXX, Foreignco subscribed for XXXXXXXXXX class A common shares and XXXXXXXXXX class B common shares of Parent in consideration for an aggregate subscription price of XXXXXXXXXX (equivalent of $XXXXXXXXXX, of which $XXXXXXXXXX was in respect of the class A common shares and $XXXXXXXXXX was in respect of the class B common shares). Foreignco is the trustee of a trust settled for the benefit of Mr. B and his family members and it subscribed for shares of Parent and held them in that capacity. On the settlement of the trust, Mr. B and his family members acquired beneficial interests in the trust. The trust had beneficial ownership in the shares of Parent that Foreignco held. Foreignco is ultimately held and controlled by a private equity fund, XXXXXXXXXX, which is managed in XXXXXXXXXX by XXXXXXXXXX and its affiliates. At all relevant times, Foreignco, the trust settled for the benefit of Mr. B and his family members, Mr. B himself and Mr. B's family members all dealt at arm's length with Significant Shareholder.
22. The total investment in Parent described in paragraphs 14 to 21 above amounted to XXXXXXXXXX (equivalent of $XXXXXXXXXX).
23. On XXXXXXXXXX, Significant Shareholder transferred XXXXXXXXXX Target Shares to Parent in consideration for $XXXXXXXXXX and the issuance by Parent of XXXXXXXXXX class A common shares and XXXXXXXXXX class B common shares (collectively, the "Parent Shares") valued at $XXXXXXXXXX and $XXXXXXXXXX respectively. The aggregate value was equal to $XXXXXXXXXX (based on the $XXXXXXXXXX per share purchase price for Target Shares described in paragraph 24 hereof). The Parent Shares entitled Significant Shareholder to approximately XXXXXXXXXX% of the voting rights in respect of the issued and outstanding shares of Parent and represented approximately XXXXXXXXXX% of the aggregate subscription price of all issued and outstanding shares of Parent (as at the Effective Time). No tax-deferred "rollover" applied to the foregoing exchange of shares. At all relevant times, Significant Shareholder was dealing at arm's length with Parent.
24. At the Effective Time, as part of the Arrangement and as explicitly contemplated by the Arrangement Agreement and the Plan, each Target Share held by a shareholder of Target (other than those Target Shares acquired by Parent from Significant Shareholder as described in paragraph 23 hereof) was transferred to Parent in exchange for a cash payment equal to $XXXXXXXXXX per share. As a result of such transfers, Parent acquired control of Target. The aggregate cash used to acquire the Target Shares (other than those Target Shares acquired by Parent from Significant Shareholder as described in paragraph 23 hereof) was approximately $XXXXXXXXXX.
25. The aggregate fair market value of all of the Target Shares acquired by Parent as described in paragraphs 23 and 24 was approximately $XXXXXXXXXX.
26. At the Effective Time, immediately following the transfers described in paragraph 24 hereof, as part of the Arrangement and as explicitly contemplated by the Arrangement Agreement and the Plan, Parent and Target amalgamated with the same effect as if they were amalgamated under the provisions of the BCA (the "Amalgamation") to form Amalco. The Plan and the Arrangement Agreement explicitly provided that the legal existence of Target did not cease and survived the Amalgamation. The reason for which the Arrangement Agreement provided that only the legal existence of Target would survive the Amalgamation was to avoid a deemed disposition of the Subco 1 and/or Subco 2 shares for XXXXXXXXXX tax purposes. The Plan and Arrangement Agreement explicitly provided that the Amalgamation would be governed by subsection 87(1), and that with effect from the time of the Amalgamation:
(a) the separate legal existence of Parent will cease without Parent being liquidated or wound-up, Parent and Target shall continue as one company, and the property of Parent and Target immediately before the Amalgamation shall become the property of Amalco (such that Amalco will own and hold all such property from and after the time of the Amalgamation);
(b) all rights of creditors or others will be unimpaired by the Amalgamation, all obligations of Parent and Target immediately before the Amalgamation, whether arising by contract or otherwise, may be enforced against Amalco to the same extent as if such obligations had been incurred or contracted by it, and all liabilities of Parent and Target immediately before the Amalgamation shall become liabilities of Amalco;
(c) all rights, contracts, permits and interests of Parent and Target immediately before the Amalgamation will continue as rights, contracts, permits and interests of Amalco and, for greater certainty, the Amalgamation will not constitute a transfer or assignment of the rights or obligations of Parent or Target under any such rights, contracts, permits and interests;
(d) any existing cause of action, claim or liability to prosecution of Parent or Target shall be unaffected;
(e) a civil, criminal, quasi-criminal, administrative or regulatory action or proceeding being prosecuted or pending by or against Parent or Target immediately before the Amalgamation may be prosecuted or its prosecution may be continued by or against Amalco;
(f) a conviction against, or ruling, order or judgment in favour of or against, Parent or Target may be enforced by or against Amalco;
(g) the notice of articles and articles (within the meaning of the BCA) of Parent immediately before the Amalgamation, including, for greater certainty, all descriptions of share capital therein, shall become the notice of articles and articles of Amalco;
(h) the authorized share structure of Parent immediately before the Amalgamation shall be the authorized share structure of Amalco and, for greater certainty, the issued and outstanding Class A common shares, Class B common shares and preference shares of Parent shall become issued and outstanding Class A common shares, Class B common shares and preference shares of Amalco, and the shares of Target held by Parent immediately before the Amalgamation will be cancelled without any repayment of capital;
(i) the name of Amalco shall be the name of Target; and
(j) the registered office and records office of Amalco shall be the registered office of Target.
No new shares of Amalco were issued pursuant to the Amalgamation and the shares of Parent were not cancelled and were deemed to be shares of Amalco received by the shareholders of Parent by virtue of the Amalgamation pursuant to subsection 87(1.1). Upon the Amalgamation, the paid-up capital in respect of the shares of Parent became the paid-up capital in respect of the shares of Amalco. Prior to the Amalgamation, the aggregate paid-up capital in respect of all of the issued and outstanding shares of Parent (without taking into account the application of "foreign affiliate dumping" rules) was approximately $XXXXXXXXXX (of which $XXXXXXXXXX was in respect of the class A common shares, $XXXXXXXXXX was in respect of the class B common shares, and $XXXXXXXXXX was in respect of the preferred shares). This amount represents the sum of the investments in Parent described in paragraphs 22 and 23 hereof. Following the application of the "foreign affiliate dumping" rules and the filing of the notice described in paragraph 29 hereof, the paid-up capital in respect of all of the issued and outstanding shares of Parent was $XXXXXXXXXX. All Target shares outstanding prior to the Amalgamation were cancelled without consideration or repayment of capital upon the Amalgamation.
27. The aggregate adjusted cost base of Parent's Target Shares was equal to or greater than their aggregate paid-up capital immediately before the Amalgamation, and as such the Amalgamation did not give rise to any gain in respect of the disposition of the Target Shares by Parent pursuant to the provisions of paragraph 88(1)(b).
28. Amalco filed an election, pursuant to paragraph (c) of the definition of "public corporation" in subsection 89(1), and effective XXXXXXXXXX, to not be a public corporation for purposes of the Act. This election was filed as a matter of standard practice and as a precaution to avoid the application of subsection 84(4.1) following the consummation of the transactions contemplated by the Arrangement and the de-listing of Amalco.
29. On XXXXXXXXXX, the form described in subparagraph 212.3(7)(d)(i) was filed in connection with the transactions contemplated by the Arrangement, specifically the acquisition of the Target Shares by Parent. The form was subsequently revised and refiled. The foregoing gave rise to a reduction of the deemed dividend that would otherwise result from the Arrangement pursuant to paragraph 212.3(2)(a), as well as a commensurate reduction of the paid-up capital in respect of the shares of Parent.
30. In its tax return for its first taxation year ending XXXXXXXXXX, Amalco designated an amount under subsection 87(11) and paragraph 88(1)(d) to increase the adjusted cost base of the Subco Shares and any other capital property (that was not ineligible property of Target and that was owned without interruption since Parent last acquired control of Target) that Amalco acquired on the Amalgamation (the "Bump"). Such designation is within the limits described in paragraph 88(1)(d), taking into account the prescribed amount in respect of the Subco Shares described in element C of the formula in subparagraph 88(1)(d)(ii).
31. Amalco will file an application under XXXXXXXXXX of the BCA to continue out of XXXXXXXXXX and into XXXXXXXXXX, as if the company had been incorporated under the laws of XXXXXXXXXX (the "Continuation"). XXXXXXXXXX.
32. Concurrently with the Continuation, all Canadian resident directors of Amalco will resign and will be replaced by directors that are not resident in Canada for purposes of the Act.
33. On the effective date of the Continuation, or shortly thereafter, Amalco will convene and hold its first post-Continuation board meeting outside of Canada.
34. At all relevant times, Assignor and Foreignco are or were non-residents of Canada for purposes of the Act.
35. At all relevant times, the Subco Shares, the shares of Parent, the shares of Target and the shares of Amalco are not or were not "taxable Canadian property" for purposes of the Act.
36. Following the Continuation, pursuant to the laws of XXXXXXXXXX:
(a) the property, rights and interest of Amalco (pre-Continuation) continue to be the property, rights and interests of Amalco (post-Continuation);
(b) Amalco (post-Continuation) continues to be liable for the obligations of Amalco (pre-Continuation);
(c) an existing cause of action, claim or liability to prosecution is unaffected by the Continuation;
(d) a legal proceeding being prosecuted or pending by or against Amalco (pre-Continuation) may be prosecuted or its prosecution may be continued, as the case may be, by or against Amalco (post-Continuation); and
(e) a conviction against, or a ruling, or judgment in favour of or against, Amalco (pre-Continuation) may be enforced by or against Amalco (post-Continuation).
37. Additionally, in connection with the Continuation:
(a) XXXXXXXXXX law will not deem Amalco to be a new legal entity as a result of the Continuation;
(b) XXXXXXXXXX law does not require any new shares of Amalco or any new class of shares of Amalco to be issued as a result of the Continuation (and no such new shares or class will be issued);
(c) XXXXXXXXXX law does not deem nor require any material change in attributes of Amalco shares to take place as a result of the Continuation (and no such change in attributes will be effected);
(d) XXXXXXXXXX law does not deem or require any redemption, acquisition, cancellation or reissuance of Amalco shares to take place as a result of the Continuation; and
(e) XXXXXXXXXX law does not affect the stated capital and/or contributed surplus of Amalco as a result of the Continuation.
38. Amalco's directors and officers do not anticipate any material increase or decrease in the fair market value of its assets (including the Subco Shares) between the Effective Time and the Continuation.
39. No dividends have been received by Parent or by any corporation not dealing at arm's length with Parent on the Target Shares that Parent disposed of on the Amalgamation, and as such no amount would be included pursuant to subparagraph 88(1)(d)(i.1) for purposes of the Bump.
40. At all relevant times following the Continuation, none of the directors of Amalco will be resident in Canada for purposes of the Act and no meetings of the board of directors of Amalco will take place in Canada. Following the Continuation, Amalco's central management and control will be located in XXXXXXXXXX and not in Canada.
41. The BCA and the applicable laws of XXXXXXXXXX do not provide for a deemed disposition/acquisition by Amalco's shareholders of their Amalco shares as a result of the Continuation. In fact, XXXXXXXXXX of the BCA acknowledges that, pursuant to a continuation, Amalco will be XXXXXXXXXX and that a continuation will not be valid unless, under the laws of the importing jurisdiction, the conditions enumerated in paragraph 37 hereof are all met.
42. At all relevant times following the Continuation, Amalco will be a resident of XXXXXXXXXX and a non-resident of Canada for the purposes of the Act.
43. Any transfer or distribution of the Subco Shares by Amalco to Partnership 1 or another entity of the Forco Group would result in significant XXXXXXXXXX and XXXXXXXXXX taxes for Amalco in respect of the accrued gains on those shares. As the Subco Shares derive virtually all their value from real property situated in XXXXXXXXXX and XXXXXXXXXX and XXXXXXXXXX capital gains taxes would apply by virtue of the Canada-XXXXXXXXXX and Canada-XXXXXXXXXX Tax Treaties. Moreover, the Arrangement did not give rise to any step-up in the historical cost of the Subco Shares for XXXXXXXXXX and XXXXXXXXXX tax purposes. Amalco's directors and officers, based on advice from Canadian, XXXXXXXXXX and XXXXXXXXXX tax counsels, anticipate that the total such XXXXXXXXXX and XXXXXXXXXX capital gains taxes, which apply at a rate of XXXXXXXXXX%, would exceed the amount of any Canadian income taxes it would incur upon a transfer or distribution of the Subco Shares (even without the increase in adjusted cost base to Amalco of the Subco Shares pursuant to paragraph 88(1)(d)).
44. Following the Continuation, the directors of Amalco have no intention to cause a transfer or distribution of the Subco Shares by Amalco to Partnership 1 or another entity of the Forco Group, so as to avoid the significant XXXXXXXXXX and XXXXXXXXXX taxes described in paragraph 43 hereof.
45. No election under subsection 256(9) was made in respect of the acquisition of control of Target by Parent resulting from the Arrangement, as the deeming rule under subsection 256(9) does not result in adverse tax consequences to Target or Parent.
46. In relation to the Bump, and to the best of Partnership 1's management's knowledge, no person described in any of subclauses 88(1)(c)(vi)(B)(I), (II) or (III) has acquired, or will acquire, as part of a series of transactions or events that includes the Amalgamation, any property described under clause 88(1)(c)(vi)(B).
47. The main purpose of the Proposed Transactions is to eliminate the entirely superfluous Canadian component of the Forco Group structure. As mentioned in paragraphs 5 to 8 hereof, the Forco Group has no commercial/economic connection to Canada other than through Amalco's ownership of the intangible assets described in paragraph 3 hereof.
48. A transfer or distribution of the Subco Shares by Amalco to Partnership 1 or another entity of the Forco Group would trigger the significant XXXXXXXXXX and XXXXXXXXXX taxes described in paragraph 43 hereof. By proceeding by way of the Continuation, as opposed to a transfer or distribution of the Subco Shares, Amalco would avoid the significant XXXXXXXXXX and XXXXXXXXXX taxes described in paragraph 43 hereof, since there is no deemed disposition of the Subco Shares for XXXXXXXXXX and XXXXXXXXXX tax purposes.
49. The Bump is intended to step-up the cost of the Subco Shares so as to minimize Canadian taxes upon the Continuation.
Provided that the preceding statements constitute a complete and accurate disclosure of all of the relevant Facts, Additional Information, Proposed Transactions and Purposes of the Proposed Transactions, and provided that the Proposed Transactions are completed in the manner described above, we rule as follows, in reliance on such statements:
A. Provided that subsection 212.3(9) has not applied in respect of any reduction of the paid-up capital in respect of a class of the capital stock of Amalco or Parent, pursuant to subsection 219.1(4) and for purposes of the tax described in subsection 219.1(1), the Continuation will give rise to a paid-up capital reinstatement in respect of Amalco's shares that is equal to the lesser of: (i) the aggregate of the fair market value of the shares of Subco 1 and Subco 2 immediately before the emigration time and (ii) the aggregate of the paid-up capital reduction in respect of Parent's (subsequently Amalco's) shares resulting from the application of paragraph 212.3(7)(c) and the paid-up capital reduction in respect of Parent's (subsequently Amalco's) shares resulting from the application of paragraph 212.3(2)(b) in connection with the share exchange described in paragraph 23.
B. The provisions of subsections 87(11) and 88(1) will apply to the Amalgamation such that, for purposes of the Act, the cost, pursuant to paragraphs 88(1)(c) and (d), to Amalco of each property of Target that did not constitute ineligible property that Target owned without interruption at and since the time Parent last acquired control of Target and that became property of Amalco on the Amalgamation, will be deemed to be the amount deemed by paragraph 88(1)(a) to be the proceeds of disposition of the property to Target, plus:
(a) subject to the provisions of subparagraphs 88(1)(d)(ii), (ii.1) and (iii),
(b) provided that no such property acquired by Amalco on the Amalgamation, or "any property acquired by any person in substitution therefor" (within the meaning of that phrase for the purposes of clause 88(1)(c)(vi)(B)) is acquired by any person described in subclause 88(1)(c)(vi)(B)(I), (II) or (III) (on the assumption that the "subsidiary" referred to in those subclauses is Target and the "parent" is Parent), as part of a series of transactions or events that includes the Amalgamation, and
(c) on the assumption that such property is capital property, but not depreciable property,
such portion of the amount, if any, by which:
(d) the aggregate adjusted cost base to Parent of each of its Target shares immediately before the Amalgamation,
(e) the aggregate amount determined under subparagraphs 88(1)(d)(i) and (i.1),
as is designated by Amalco under paragraph 88(1)(d) in respect of the property in its return of income under Part I for the taxation year in which the Amalgamation occurred.
For greater certainty, the Continuation will not, in and by itself, cause the Subco Shares to be ineligible property for purposes of subparagraph 88(1)(c)(vi).
C. Subject to the caveat below, the provisions of subsection 245(2) will not be applied as a result of the Proposed Transactions, in and by themselves, to redetermine any of the tax consequences confirmed in the rulings given herein.
The above rulings are given subject to the limitations and qualifications set out in Information Circular 70-6R7 and are binding on the CRA provided that the Proposed Transactions above are completed before XXXXXXXXXX.
Nothing in this letter should be construed as implying that the CRA has agreed to, reviewed or has made any determination in respect of any tax consequences relating to the Facts and Proposed Transactions described herein other than those specifically described in the Rulings given above and, in particular, without limiting the generality of the foregoing, in respect of: any income tax considerations associated with the transfer or issuance of shares or the transfer of property or any of the intermediary transaction steps which give rise to the final proposed structure;
the application of subsection 245(2) in respect of the creation of the cross-border paid-up capital as a result of the incorporation of Parent for the purposes of the acquisition of Target;
the fair market value or adjusted cost base of any property or shares, or the paid-up capital of any shares referred to herein, or any other tax attribute of any corporation referred to herein;
the representations concerning the arm's length nature of the dealings between the relevant parties in the transactions described herein;
the residency of Amalco;
the characterization of Partnership 1 or Partnership 2 as partnerships for purposes of the Act; or
the characterization of any property described herein to the holder thereof.
For greater certainty, the CRA makes no comment as to whether any acquisition, by any of the investors (other than the Forco Group), of partnership interests in Partnership 1 would or would not result in the application of subparagraph 88(1)(c)(vi).
Tax Topics - Income Tax Regulations - Regulation 5905 - Subsection 5905(5.4)
bump of non-resident subsidiaries reduced by applicable surplus balances
Initial Target structure
Target, a public corporation incorporated under a Business Corporations Act (the "BCA"), did not carry on business in Canada and held two non-resident subsidiaries (Subco 1 and Subco 2). Only one shareholder of Target ("Specified Shareholder") was a "specified shareholder" as modified by s. 88(1)(c.2)(iii), a non-resident shareholder but who had not (together with any non-arm's length person) held 25% or more of any class of shares.
Capitalization of Parent
Assignor, a non-resident corporation whose sole shareholder was a non-resident individual (Mr. B), had agreed to acquire Target pursuant to a Plan of Arrangement. However, Assignor, a BCA corporation ("Parent") incorporated on behalf of its subsequently-identified co-investor (Partnership 1), and Target agreed that Assignor's rights and obligations under this agreement would be assigned to and assumed by Parent. Partnership 1 was controlled by a non-resident corporation ("Forco"), by virtue of Forco holding the general partner interest in the partnership that was the general partner of Partnership 1. None of the direct or indirect investors in Partnership 1 had any interest in Target before the Effective Time of the Plan of Arrangement referenced below, and they all dealt at arm's length with Specified Shareholder.
Partnership 1 subscribed for Class A (voting) common shares (thereby giving it a majority of the voting shares) and non-voting preferred shares of Target, a non-resident trust for Mr. B and his family subscribed for Class A common shares and Class B (non-voting) common shares of Target, and another non-resident individual (Mr. A) dealing at arm's length with Specified Shareholder subscribed for Class B common shares.
Transfers by Target shareholders
Specified Shareholder transferred Target shares to Parent in consideration for $X and for Class A and Class B common shares. At the Effective Time under the Plan of Arrangement, all the other Target shares were transferred to Parent for cash consideration.
Amalgamation and filings
Immediately thereafter, Parent and Target amalgamated with the same effect as if they were amalgamated under the provisions of the BCA to form Amalco. The Plan of Arrangement provided that the legal existence of Target did not cease and survived the Amalgamation (in order to avoid a disposition of the Subco 1 and/or Subco 2 shares for local tax purposes.) On the amalgamation, the shares of Target were cancelled and those of Parent were not.
The s. 212.3(7)(d)(i) form was filed respecting Parent's acquisition of the Target Shares by Parent, and then subsequently revised and refiled to reduce the deemed dividend that would otherwise result under s. 212.3(2)(a), and the commensurate reduction of the paid-up capital in respect of the shares of Parent.
In its first tax return, Amalco designated an amount under ss. 87(11) and 88(1)(d) to increase the adjusted cost base of the Subco Shares, taking into account the Reg. 5905(5.4) surplus deduction under s. 88(1)(d)(ii) - C.
Pursuant to the BCA, Amalco was then continued into a non-resident jurisdiction as if it had been incorporated under the latter's laws (the "Continuation").
The transactions eliminate the entirely superfluous Canadian component of the Forco Group structure. As a distribution of the Subco Shares by Amalco to Partnership 1 or another entity of the Forco Group would trigger substantial local tax, there instead is the Continuation, which avoids such taxes. The s. 88(1)(d) bump of the Subco Shares minimizes Canadian taxes upon the Continuation.
S. 88(1)(d) ruling with provisos included a statement that the Continuation will not, in and by itself, cause the Subco shares to be ineligible property for purposes of s. 88(1)(c)(vi).
Tax Topics - Income Tax Act - Section 219.1 - Subsection 219.1(4)
post-acquisition sandwich structure exited through using the s. 88(1)(d) bump in combination with a continuance outside Canada
A non-resident partnership (Partnership 1) and its non-resident co-investors wished to acquire a Canadian public-company target (Target), whose only significant assets were non-resident subsidiaries (Subcos 1 and 2), and then eliminate this sandwich structure through the distribution of the Subcos to them.
Accordingly, they capitalized a Canadian Buyco (Parent), which acquired the shares of Target under a Plan of Arrangement for cash (or, in the case of the only shareholder of Target who was a specified shareholder, for a combination of cash and shares of Parent). Parent then amalgamated with Target and the Subco shares were bumped under s. 88(1)(d) – but with the bump amount being reduced by any Subco surpluses described in Reg. 5905(5.4).
Distributing the bumped Subco shares out of Amalco to the non-residents would have attracted a FIRPTA-style tax in the local tax jurisdictions for the Subcos. This local tax was proposed to be avoided by continuing Amalco to a jurisdiction of convenience for the non-residents (perhaps, Delaware). In particular, Amalco will file an application under the relevant Canadian Business Corporations Act to continue out of that jurisdiction and into the non-resident jurisdiction as if it had been incorporated under the latter's laws (the "Continuation"). Under such laws
the property, rights and interest of Amalco (pre-Continuation) continue to be the property, rights and interests of Amalco (post-Continuation);
Amalco (post-Continuation) continues to be liable for the obligations of Amalco (pre-Continuation);
an existing cause of action, claim or liability to prosecution is unaffected by the Continuation;
a legal proceeding being prosecuted or pending by or against Amalco (pre-Continuation) may be prosecuted or its prosecution may be continued, as the case may be, by or against Amalco (post-Continuation); and
a conviction against, or a ruling, or judgment in favour of or against, Amalco (pre-Continuation) may be enforced by or against Amalco (post-Continuation).
The bump minimized the s. 128.1(4) tax on emigration. CRA ruled that the Parent paid-up capital, which had been ground under s. 212.3(7)(c), was reinstated under s. 219.1(4) for purposes of computing the s. 219.1 emigration tax (assuming that the FMV of the Subco shares was not lower than this reinstatement amount).
Tax Topics - Income Tax Act - Section 87 - Subsection 87(1)
bottom corporation in a vertical amalgamation was specified to be the survivor in order to avoid a disposition under the local tax laws re its subsidiary
A non-resident partnership (Partnership 1) and its non-resident co-investors wished to acquire a Canadian public-company target (Target), whose only significant assets were non-resident subsidiaries (Subcos 1 and 2), and then eliminate this sandwich structure through the distribution of the Subcos to them. Accordingly, they capitalized a Canadian Buyco (Parent), which acquired the shares of Target under a Plan of Arrangement.
Parent then amalgamated with Target and the Subco shares were bumped under s. 88(1)(d). A disposition on the amalgamation under the local tax regime for the Subcos was avoided by not effecting a conventional amalgamation. Instead, the amalgamation was specified under the Plan of Arrangement to entail the continued existence of Target. The s. 88(1)(d) bump ruling effectively treated this as a good s. 87(11) amalgamation.


The following essay appears in the final chapter of Russell Kirk's textbook Economics: Work and Prosperity (Pensacola, Fla.: A Beka Book Publications, 1989), pp. 365–368.
Some people would like to separate economists from politics, but they are unable to do so. Another name for economics is political economy. As we mentioned in earlier chapters, a sound economy cannot exist without a political state to protect it. Foolish political interference with the economy can result in general poverty, but wise political encouragement of the economy helps a society toward prosperity.
Similarly, some people would like to separate economics from morals, but they are unable to do so. For unless most men and women recognize some sort of moral principles, an economy cannot function except in a small and precarious way. Moral beliefs, sometimes called moral values, make possible production, trading, saving, and the whole economic apparatus.
All human creations and institutions have some connection with moral ideas and moral habits, for human beings are moral creatures. Concepts of right and wrong haunt us in everything we do—whether or not we wish to be concerned with moral questions.
So it is that the final section of this final chapter of [Economics] on the first principles of economics suggests that material prosperity depends upon moral convictions and moral dealings.
Adam Smith, the principal founder of economic science, was a professor of moral philosophy. He took it for granted that moral beliefs should affect economic doings.
The success of economic measures, like the success of most other things in human existence, depends upon certain moral habits. If those habits are lacking, the only other way to produce goods is by compulsion—by what is called slave labor. Let us examine briefly some of the moral qualities that make possible a prosperous economy.
Any economy that functions well relies upon a high degree of honesty. Of course, some cheats and charlatans are found in any society, yet on the whole, in a prospering economy most people behave honestly. "Honesty is the best policy," Benjamin Franklin wrote in the eighteenth century, echoing an old English proverb. He means that honesty pays, in an economic sense.
For any advanced economy is based upon contracts: agreements to sell or to buy, promises to pay, deeds of sale, all sots of "commercial instruments." Many commercial contracts are oral, rather than written. Today's markets especially depend upon implied contracts (as distinguished from detailed written contracts). You may have seen a public auction, at which a bidder may pledge a large sum of money merely by raising one hand or nodding his head. The auctioneer trusts the bidder to keep his promise to buy at a certain price. On a much vaster scale, the complex apparatus of stock markets depends on such implicit contracts—and on ordinary honesty.
On the other hand, those societies in which theft, cheating, and lying are common do not ordinarily develop successful economies. If production and distribution can be carried on only under armed protectors and without any certainty of being paid, then little will be produced and distributed above the level of subsistence. When bargains are not kept and loans are not repaid, prices are high and interest rates are higher—which discourages production and distribution.
Another moral quality or habit important for the success of an economy is the custom of doing good work—of producing goods of high quality. The Romans had a word for this: industria, a moral virtue, from which our English word industry is derived. Goods should be produced, and services rendered, for the sake of turning out something satisfactory or even admirable—not for the sake merely of cash payment. This affection for quality is bound up with the hope of pleasing or helping the purchaser or customer: doing something kindly for other people, even though producer and distributor may never see most of the customers. This belief in working faithfully and well is connected with the virtue called charity. For charity is not a handout, primarily; the word means "tenderness or love, affection for other people." The producer who creates first-rate goods is serving other people and can take satisfaction in that service.
One more virtue of the marketplace is a kind of courage: what the old Romans used to call fortitude. This economic courage includes the willingness to take risks, the ability to endure hard times, the talent to hold out against all the disappointment, harassment, ingratitude, and folly that fall upon people in the world of getting and spending.
The generous man or woman is very ready to praise others sincerely and to help them instead of hindering them. Generosity brings admiration of the achievements and qualities of other people.
Now, generosity, too, is a moral quality on which a sound economy depends. Producer and distributor, when they are moved by generosity, do not envy one another: they may be competitors, but they are friendly competitors, like contestants in some sport. And in a society with a strong element of generosity, most citizens do not support public measures that would pull down or repress the more productive and energetic and ingenious individuals.
A spirit of generosity toward others is still at work in America. But in much of the world, a very different spirit has come to prevail. In Marxist lands, envy is approved by the men in power. Private wealth and personal success are denounced on principle. The Marxist indoctrinator deliberately preaches envy. By appealing to that strong vice, he may be able to pull down constitutions, classes, and religions.
Because the market brings substantial success to a good many individuals, the Marxist hates the market. A consistent Marxist declares that when two people exchange goods in any market, both are cheated. Yes, both—that is what the Marxist says. Exchange itself is "capitalist oppression," the Marxist propagandist proclaims. Certainly there is little profitable exchange in Communist countries. Envying the market's popularity and success, the Marxist denounces the market furiously.
Also, a successful free economy makes possible material generosity: it creates a material abundance that gives wealth to private charities and enables the state to carry out measures of public welfare.
From the generous society comes plenty. The old Greeks often represented in their sculptures and paintings the symbol of the cornucopia, the horn of plenty, a large goat's horn overflowing with flowers, fruit, and grain. To this day, the cornucopia is the symbol of a prospering economy.
The American market economy, whatever its shortcomings, has put a cornucopia into most households in the United States. The rewards of the market economy have been generous.
In our time of troubles, many strange economic doctrines are preached. Yet there is reason to believe that the productive market economy will be functioning well a century from now. The errors of command economies and the blunders of utopian welfare states have become obvious to a great many people, while Adam Smith continues to make economic sense. So long as many people work intelligently, with good moral habits, for their own advantage and for the prosperity of a nation, an economy will remain healthy. But hard work and sound habits may be undone by foolish public policies or by the violent envy of totalist states. There is a strong need for watchfulness on behalf of the economy.
This book has not been able to tell you everything about the Goose with the Golden Eggs. But we have been able to offer some information about the care and feeding of this creature; and we have cautioned you not to slaughter her.
Nowadays this Goose goes by the name of Market Economy. It seems probable that she still will be preening her feathers when you are ready to take your part in the world of work. If you treat her kindly and intelligently, she will continue to lay for you.
Books on or by Dr. Kirk may be found in The Imaginative Conservative Bookstore. Republished with the gracious permission of the University Bookman.
Adam Smith probably wishes that he said it so clearly and succinctly. many thanks indeed!


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You've probably seen the reports. American students rank low on international standards of educational performance. Too many of ours schools are failing. Too few young people who are qualified for college or post-secondary education have the opportunity.
I'm not one of those who thinks the only way to fix what's wrong with American education is to throw more money at it. We also need to do it much better. Teacher performance has to be squarely on the table. We should experiment with vouchers whose worth is inversely related to family income.
But more resources are a pre-requisite for any major reform.
Less visible are cuts the states are already making in their schools budgets. Because these cuts are at the state level they've been under the national radar screen, but viewed as a whole they seriously threaten the nation's future.
Arizona has eliminated preschool for 4,328 children, funding for schools to provide additional support to disadvantaged children from preschool to third grade, aid to charter schools, and funding for books, computers, and other classroom supplies. The state also halved funding for kindergarten, leaving school districts and parents to shoulder the cost of keeping their children in school beyond a half-day schedule.
California has reduced K-12 aid to local school districts by billions of dollars and is cutting a variety of programs, including adult literacy instruction and help for high-needs students.
Colorado has reduced public school spending in FY 2011 by $260 million, nearly a 5 percent decline from the previous year. The cut amounts to more than $400 per student.
Georgia has cut state funding for K-12 education for FY 2011 by $403 million or 5.5 percent relative to FY 2010 levels. The cut has led the state's board of education to exempt local school districts from class size requirements to reduce costs.
Hawaii shortened the 2009-10 school year by 17 days and furloughed teachers for those days.
Illinois has cut school education funding by $241 million or 3 percent in its FY 2011 budget relative to FY 2010 levels. Cuts include a significant reduction in funding for student transportation and the elimination of a grant program intended to improve the reading and study skills of at-risk students from kindergarten through the 6th grade.
Maryland has cut professional development for principals and educators, as well as health clinics, gifted and talented summer centers, and math and science initiatives.
Michigan has cut its FY 2010 school aid budget by $382 million, resulting in a $165 per-pupil spending reduction.
Over the course of FY10, Mississippi cut by 7.2 percent funding for the Mississippi Adequate Education Program, a program established to bring per-pupil K-12 spending up to adequate levels in every district.
Massachusetts has cut state education aid by $115.6 million, or 3 percent in its FY 2011 budget relative to FY 2010 levels. It also made a $4.6 million, or 16 percent cut relative to FY 2010 levels to funding for early intervention services, which help special-needs children develop appropriately and be ready for school.
Missouri is cutting its funding for K-12 transportation by 46 percent. The cut in funding likely will lead to longer bus rides and the elimination of routes for some of the 565,000 students who rely on the school bus system.
New Jersey has cut funding for afterschool programs aimed to enhance student achievement and keep students safe between the hours of 3 and 6 p.m. The cut will likely cause more than 11,000 students to lose access to the programs and 1,100 staff workers to lose their jobs.
North Carolina cut by 21 percent funding for a program targeted at small schools in low-income areas and with a high need for social workers and nurses. As a result, 20 schools will be left without a social worker or nurse. The state also temporarily eliminated funding for teacher mentoring.
Rhode Island cut state aid for K-12 education and reduced the number of children who can be served by Head Start and similar services.
Virginia's $700 million in cuts for the coming biennium include the state's share of an array of school district operating and capital expenses and funding for class-size reduction in kindergarten through third grade. In addition, a $500 million reduction in state funding for some 13,000 support staff such as janitors, school nurses, and school psychologists from last year's budget was made permanent.
Washington suspended a program to reduce class sizes and provide professional development for teachers; the state also reduced funding for maintaining 4th grade student-to-staff-ratios by $30 million.
State education grants to school districts and education programs have also been cut in Alabama, Connecticut, Delaware, the District of Columbia, Florida, Idaho, Indiana, Iowa, Kansas, Kentucky, Maine, Nebraska, Nevada, Ohio, Oregon, Pennsylvania, South Carolina, and Utah.
Alabama's fiscal year 2011 cuts to higher education have led to 2010-11 tuition hikes that range from 8 percent to 23 percent, depending on the institution.
Arizona's Board of Regents approved in-state undergraduate tuition increases of between 9 and 20 percent as well as fee increases at the state's three public universities. Additionally, the three state universities must implement a 2.75 percent reduction in state-funded salary spending and plan to do so through a variety of actions, such as academic reorganization, layoffs, furloughs, position eliminations, hiring fewer tenure-eligible faculty, and higher teaching workloads.
The University of California has increased tuition by 32 percent and reduced freshman enrollment by 2,300 students; the California State University system cut enrollment by 40,000 students.
Colorado funding for higher education was reduced by $62 million from FY 2010 and this has led to cutbacks at the state's institutions. The University of Colorado system will lay off 79 employees in FY 2011 and has increased employee workloads and required higher employee contributions to health and retirement benefits.
Florida's 11 public universities will raise tuition by 15 percent for the 2010-11 academic year. This tuition hike, combined with a similar increase in 2009-10, results in a total two-year increase of 32 percent.
Georgia has cut state funding for public higher education for FY2011 by $151 million, or 7 percent. As a result, undergraduate tuition for the fall 2010 semester at Georgia's four public research universities (Georgia State, Georgia Tech, the Medical College of Georgia, and the University of Georgia) will increase by $500 per semester, or 16 percent. Community college tuition will increase by $50 per semester.
The University of Idaho has responded to budget cuts by imposing furlough days on 2,600 of its employees statewide. Furloughs will range from 4 hours to 40 hours depending on pay level.
Indiana's cuts to higher education have caused Indiana State University to plan to lay off 89 staff.
Michigan has reduced student financial aid by $135 million (over 61 percent), including decreases of 50 percent in competitive scholarships and 44 percent in tuition grants, as well as elimination of nursing scholarships, work-study, the Part-Time Independent Student Program, Michigan Education Opportunity Grants, and the Michigan Promise Scholarships.
In Minnesota, as a result of higher education funding cuts, approximately 9,400 students will lose their state financial aid grants entirely, and the remaining state financial aid recipients will see their grants cut by 19 percent.
Missouri's fiscal year 2011 budget reduces by 60 percent funding for the state's only need-based financial aid program, which helps 42,000 students access higher education. This cut was partially restored with other scholarship money, but will still result in a cut of at least 24 percent to need-based aid.
New Mexico has eliminated over 80 percent of support to the College Affordability Endowment Fund, which provides need-based scholarships to 2,366 students who do not qualify for other state grants or scholarships.
New York's state university system has increased resident undergraduate tuition by 14 percent beginning with the spring 2009 semester.
In North Carolina, University of North Carolina students will see their tuition rise by $750 in the 2010-2011 school year and community college students will see their tuition increase by $200 due to fiscal year 2011 reductions in state higher education spending.
South Dakota's fiscal year 2011 budget cuts state support for public universities by $6.5 million and as a result the Board of Regents has increased university tuition by 4.6 percent and cut university programs by $4.4 million.
Texas has instituted a 5 percent across-the-board budget cut that reduced higher education funding by $73 million.
Virginia's community colleges implemented a tuition increase during the spring 2010 semester.
Washington has reduced state funding for the University of Washington by 26 percent for the current biennium. Washington State University is increasing tuition by almost 30 percent over two years. In its supplemental budget, the state cut 6 percent more from direct aid to the state's six public universities and 34 community colleges, which will lead to further tuition increases, administrative cuts, furloughs, layoffs, and other cuts. The state also cut support for college work-study by nearly one-third and suspended funding for a number of its financial aid programs.
Other states that are cutting higher education operating funding and financial aid include Arkansas, Connecticut, Hawaii, Illinois, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Mississippi, Nebraska, Nevada, New Jersey, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Utah, Vermont, and Wisconsin.
In January, Republicans take over the House and its appropriations committees. What would it take for them to reinstitute counter-cyclical revenue sharing that would help the states restore some or all funding for education? Can you imagine the White House and Senate Dems putting this at the top of their 2011 agenda? Is it possible we could have a bi-partisan effort?
I also want to take a moment to thank you, Mr. Reich, for your years of service. My teach wife and my teacher self are about to retire in the thought that people really just don't care.
Yeah, just what I need from people with zero background in education…. more experiments on my kids.
This isn't going to change until we stop allowing students, and parents, to regard learning as "optional." The consequences for not being an active participate in the learning process are currently far to deferred to be meaningful.
Participation in activities, driver's licenses, teenage working papers, etc., all need to be restricted to those who are performing in school. Parents need to be required to be participants as well. It has been proposed elsewhere that parents be charged for remedical coursework.
Flat screens, gameboys, x-boxes, all need to be regarded as priviledges for those who are completing their educational obligations.
Those countries that have overtaken us seem to have learned that it is only with focus that you can achieve results. We don't seem to be able to understand this.
I completely agree with your statements about working papers, driver's licenses etc being restricted and based on academic performance. Of course, it does lead to the question, where does this leave the learning disabled child? Should they be held to the same standards as a "ordinary" (please notice the quotes) child? Parents definitely should be held accountable for their child's academic progress! A parent truly is a child's first teacher. Teachers can only do the best they can with what they are given. If a student repeatedly does not attend class, or practice what they have been taught via homework/studying, or use the strategies taught to solve a problem, the teacher can be the Einstein of teachers, that child is not going to achieve much progress. As opposed to the parents who do ensure attendance, homework completion, attend teacher conferences, that child will make large amounts of progress due largely to the fact of education being valued in the home. Nowadays, emphasis is on many other things, such as sports and dance, or materialistic things like video games. An education is the only way to ensure progress both personally, professionally and even economically. What is going to happen to our country if the best a child is going to achieve is mediocrity?
The decline of American education did not start under this political administration or the last, or under one political party or the other. Those who live in politics see the world through that lens. And that is understandable since we now look to politicians for almost every answer.
The author of this article should look at facts and not his opinions. The reason he is calling vouchers an "attack on American Education" is because he's defending a failed policy. America's public school system teaches no values, no entrepreneurship, and requires no parental involvement in the choosing process, hurting the American Family. America's Public school system is inefficient. It has failed. America had its best test scores ever when one-half the population attended Catholic School. Vouchers are the answer. Why don't the parents of poor and middle class children have the same choice to pull their kids out of the same failing schools President Obama has deemed unfit for his children as a father?