In Envision Credit Union v. The Queen, 2013 SCC 48, the Supreme Court of Canada (SCC) held that parties to an amalgamation could not legally contract out of the automatic consequences of an amalgamation under the applicable corporate statute, and as a result, their tax plan failed. In Envision, the parties intended that their contract (the amalgamation agreement) would override the legal consequence under corporate law that an amalgamated corporation is automatically seized of all property of the amalgamating corporations at the exact moment of the amalgamation. More specifically, the parties intended that certain property of the amalgamating corporations would be transferred to a subsidiary at the exact moment of the amalgamation – contradicting the corporate statute and thereby disqualifying the merger as an amalgamation governed by s. 87 of the Income Tax Act (Canada). The parties hoped to avoid s. 87 in an effort to obtain a preferred tax rate and stepped-up tax cost on their depreciable assets inside the amalgamated corporation. The SCC held that the parties’ intention was impossible to achieve as a corporate law matter (paragraph 31). Accordingly, the words of their amalgamation agreement were instead interpreted in the only lawful manner possible: i.e., that the amalgamated corporation was first automatically seized of all property at the moment of the amalgamation, and the amalgamated corporation thereafter fulfilled the prior obligation of the amalgamating companies to transfer the agreed property to a subsidiary (paragraph 56). Their merger therefore qualified as an amalgamation under s. 87, and as a result, their tax plan failed. The case is a useful reminder that corporations are fully entitled to engage in tax planning, but their tax plans must have a proper foundation under corporate and commercial law (paragraph 1).