Prentice Halls Federal Taxation 2015 Individuals 28th Edition Pope Solutions Manual 1
Prentice Halls Federal Taxation 2015 Individuals 28th Edition Pope Solutions Manual 1
Prentice Halls Federal Taxation 2015 Individuals 28th Edition Pope Solutions Manual 1
Discussion Questions
C:6-1 A complete liquidation is defined by Reg. Sec. 1.332-2(c) as one or a series of distributions
made by a liquidating corporation that completely cancels or redeems all of its stock in accordance
with a plan of liquidation. A partial liquidation is defined by Sec. 302(e) as a distribution that (1)
is not essentially equivalent to a dividend (when determined at the corporate level rather than at
the shareholder level) and (2) is pursuant to a plan of liquidation and occurs within the tax year in
which the plan is adopted or within the succeeding tax year. Generally, a partial liquidation
involves the corporation either ceasing to conduct a trade or business (while still continuing to
conduct a second trade or business) or contracting its business activities. In either case, the
corporation remains in existence after the partially liquidating distribution.
A complete liquidation is taxed under Secs. 331 and 336. A partial liquidation is taxed
under Secs. 302(b)(4) and 311. The complete liquidation is taxed to the extent the shareholder
recognizes a gain or loss, which is computed by comparing the FMV of the property received to
the adjusted basis of the stock redeemed. When the shareholder receives a series of liquidating
distributions, the distribution is taxed once the FMV of the property received exceeds the adjusted
basis of the stock held. All basis is recovered first before the shareholder recognizes any gain. A
partial liquidation results in exchange treatment for a noncorporate shareholder under Sec.
302(b)(4). A corporate sharehoolder is eligible for exchange treatment only if the distribution
qualifies as an exchange under the stock redemption rules of Secs. 302(b)(1)-(b)(3). The
shareholder recognizes a loss only when he or she receives the final liquidating distribution. pp.
C:6-3 through C:6-10.
C:6-2 By being an LLC, Summitt can avoid the corporate income tax. Other tax-related reasons
for being an LLC include avoiding the shareholder-level tax on C corporation distributions, and
passing the entity’s losses through to its shareholders. Making the change from a C corporation to
an LLC requires the corporation be liquidated. The IRC imposes a tax at the corporate level and
again at the shareholder level as the corporation distributes assets to the shareholders and the
C:6-3 The cost of a corporate formation transaction usually is quite low because Sec. 351 permits
appreciated property to be transferred to a corporation with no gain being recognized except to the
extent the shareholder receives boot property. The shareholders generally recognize no loss on a
corporate formation transaction even if they receive boot property. On the other hand, a liquidating
corporation recognizes gain or loss on its noncash property distributions unless certain exceptions
apply. The shareholders also recognize gain or loss upon receiving liquidating distributions in
exchange for their stock. One common exception to the gain recognition requirement occurs when
a corporation forms a controlled subsidiary corporation and then subsequently liquidates the
corporation. In this situation, Secs. 332 and 337 permit both the liquidating corporation and its
parent corporation to avoid recognizing gain or loss on the liquidation. pp. C:6-2 and C:6-3.
C:6-4 Liquidation status continues from the time the plan of liquidation has been formally or
informally adopted until the corporation ceases to be a going concern or until it has divested itself
of all its property. Dissolution is a legal term that implies the corporation has surrendered the
charter it originally received from the state. A corporation generally may complete its liquidation
prior to undergoing dissolution. Dissolution may never occur if the corporation retains its charter
to protect its corporate name from being acquired by another party. pp. C:6-3 and C:6-4.
C:6-5 Ordinary dividend distributions require the distributing corporation to recognize gain (but
not loss) when distributing noncash property as a dividend. The shareholder reports dividend
income equal to the FMV of the property distributed when the distribution comes from earnings
and profits (E&P). Stock redemptions also require the distributing corporation to recognize gain
(but not loss) when distributing noncash property. The shareholder reports either dividend income
or capital gain depending on the nature of the redemption transaction. The shareholder reports
capital gains when the exchange provisions of Secs. 302(b)(1)-(4) apply. Complete liquidations
require the distributing corporation to recognize gain or loss when distributing noncash property
unless one of a series of limited exceptions applies to loss recognition. The shareholder reports a
capital gain or loss equal to the difference between the FMV of the property distributed and the
shareholder’s adjusted basis for the distributed property. pp. C:6-2 and C:6-3, and Chapter C:4.
C:6-6 A shareholder who uses the accrual method reports the gain or loss using accrual concepts,
i.e., the shareholders recognize gain or loss when all the events have occurred that fix the amount
of the liquidating distribution and when the shareholders are entitled to receive the distribution
upon surrender of their shares. A shareholder who uses the cash method reports the gain when he
or she has actually or constructively received the liquidating distribution. p. C:6-6.
C:6-7 A shareholder may prefer capital gain treatment to offset capital losses recognized in the
same year or an earlier year and which carryover to the liquidation year. Recognition of capital
C:6-8 Generally, no. In most cases, the results of the two alternatives are the same. If the
corporation sells its assets, it recognizes gains and losses (Sec. 1001), pays its taxes, and distributes
the remaining cash to its shareholders, who in turn recognize gain or loss on the distributions. If
instead the corporation distributes its assets directly to the shareholders, the corporation still
recognizes gain or losses as if it sold its assets (Sec. 336(a)). The corporation then pays its taxes
and distributes the remaining assets to its shareholders. The FMV of the distributed assets should
be the same amount as the distributed cash under the first alternative. Thus, the shareholders
recognize the same gain or loss. Because the shareholders take a FMV basis in the distributed
assets (Sec. 334(a)), they recognize no further gain or loss upon selling the assets. The results
could differ, however, if the corporation is subject to loss limitations under Sec. 336(d) upon the
distribution of property to certain shareholders. The Sec. 336 limitations do not apply to direct
sales by the corporation to outside third parties. Note: A property’s basis may have been reduced
under Sec. 362(e)(2) upon contribution to the corporation, which would reduce a realized loss upon
a subsequent sale or distribution. pp. C:6-5 through C:6-10.
C:6-9 A liquidating corporation does not recognize gain or loss under four circumstances. These
are:
1. Liquidation of a subsidiary corporation - The liquidating corporation recognizes no
gain or loss on liquidating distributions made to a parent corporation who owns at least 80% of the
subsidiary’s stock.
2. Distributions to minority shareholders - The liquidating corporation recognizes
gain but not loss on liquidating distributions made to minority shareholders when the Sec. 332
nonrecognition rules apply to the parent corporation.
3. Distributions to related persons - Loss recognition is disallowed when the
liquidating corporation makes a distribution to a related person, as defined in Sec. 267(b), if (1)
the distribution is not pro rata or (2) the property distributed is disqualified property. Disqualified
property is property acquired by the corporation in a nontaxable Sec. 351 formation or as a capital
contribution during the five-year period ending on the distribution date or property having an
adjusted basis that carries over from a disqualified property.
4. Sales having a tax-avoidance purpose - Loss recognition is restricted where
property is transferred to the corporation in a Sec. 351 transaction or capital contribution after a
date two years before the date that the corporation adopts a plan of complete liquidation. Tax
avoidance is presumed in these situations unless the corporation uses the property in its trade or
business.
Note: A property’s basis may have been reduced under Sec. 362(e)(2) upon contribution
to the corporation, which would reduce a realized loss upon a subsequent sale or distribution.
A situation encountered less often involves distributions or sales of a subsidiary corporation’s
stock. A corporation can elect under Sec. 336(e) to treat the sale, exchange, or distribution of a
Copyright © 2015 Pearson Education, Inc.
C:6-3
subsidiary’s stock as a taxable disposition of all the subsidiary’s assets, resulting in no gain or loss
being recognized on the sale, exchange, or distribution of the stock. pp. C:6-6 through C:6-10, C:6-
12,
and C:6-13.
C:6-10 Under Sec. 336(b), the FMV of Kelly Corporation’s distributed property cannot be less
than the amount of the liability assumed or acquired by the shareholder. Therefore, the
corporation’s recognized gain or loss is determined by comparing the amount of the assumed
mortgage to the basis of the land. Under a strict interpretation of Secs. 336(b) and 334(a), the
shareholder of the liquidated corporation will take a basis for the distributed property equal to its
actual FMV. Some tax commentators, however, believe that the shareholder should take a basis
equal to the liability assumed or acquired. pp. C:6-7 and C:6-8.
C:6-12 Three requirements must be satisfied to have the Sec. 332 rules apply to a corporate
shareholder. These are:
1. The parent corporation must own (a) at least 80% of the total combined voting
power of all classes of stock entitled to vote and (b) 80% of the total value of all classes of stock
(other than certain nonvoting preferred stock issues) for the period beginning on the date of
adoption of the plan of liquidation and ending upon receipt of the subsidiary corporation’s assets.
2. The distribution of the property must be in complete cancellation or redemption of
all the subsidiary corporation’s stock.
3. Distribution of the property must (a) occur within a single tax year or (b) be one of
a series of distributions completed within three years from the close of the tax year during which
the first of the series of liquidating distributions is made. p. C:6-11.
C:6-13 a. The Sec. 331 general liquidation rules require the distributee corporation’s entire
realized gain or loss to be recognized. Section 332, however, does not permit either a realized gain
or loss to be recognized.
b. The Sec. 336 general liquidation rules require the distributing corporation to
recognize any gain or loss when distributing its assets pursuant to a complete liquidation. The
recognized gain or loss is determined as if the distributing corporation sold the assets for their
FMV immediately preceding the distribution. Section 337 does not require the recognition of gain
or loss by a subsidiary corporation when a distribution of assets to its parent corporation occurs.
The subsidiary, however, recognizes gain (but not loss) under Sec. 336(d)(3) when it distributes
assets to minority shareholders.
c. The Sec. 334(a) general liquidation rules require the basis of the assets in the
distributee corporation’s hands to be stepped-up or down to their FMV. Section 334(b)(1) requires
the distributee corporation in a Sec. 332 liquidation to use the same basis that the liquidating
corporation had for the assets prior to the liquidation.
d. The tax attributes of the distributing corporation disappear under the general
liquidation rules. Section 381(a) requires a distributee corporation to assume the tax attributes of
a subsidiary corporation in a Sec. 332 liquidation. pp. C:6-5 through C:6-14.
C:6-14 No Sec. 332 treatment. The liquidation fails to qualify for nonrecognition treatment under
Sec. 332, because Subsidiary Corporation made no liquidating distribution to Parent Corporation,
its shareholder. Parent recognizes an ordinary loss for its investment in Subsidiary under the
special Sec. 165(g)(3) worthless security rules. Tracy recognizes a capital loss to the extent of her
investment under the Sec. 331 general liquidation rules. However, Tracy may recognize an
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C:6-5
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already subject to a lien for the former loan, but the Government, besides
a few minor concessions, finally allowed the Directors to issue
$35,000,000 stock, of which it was to guarantee $20,000,000, the rest to
be issued by the Railway Directors. Stephen went to London, not very
hopefully, to sell this bond issue. The Directors in Canada waited
anxiously to hear the result, for the bankruptcy of the road and of the
Directors (though they cared less for that) was only hours away if
Stephen’s mission failed. Sir Charles Tupper, then High Commissioner
for Canada in London, that steadfast friend of the road, had done some
most effective preparatory work with the famous banking house of the
Barings, of which Lord Revelstoke was the head. Stephen had scarcely
begun his explanation of the situation when Lord Revelstoke broke in
and said, “We have been looking into the whole matter already. We are
satisfied with the outlook in Canada and the future of the Canadian
Pacific Railway, and will take over the whole issue of your stock at
ninety-one.” Stephen was overjoyed, because the question of the
solvency of the great railway was settled for all time. He sent an exultant
cable at once to Canada. Mr. Angus and Mr. Van Horne were in the
Board Room in Montreal when it was delivered. They read it with a sort
of glad surprise too deep for words. They were matter-of-fact men, but
they shook hands with some emotion. Then they threw some of the
chairs about and danced around the room. The relief to the tension had
come and they had to relax somehow. They were human.
They knew in that hour that the road would be completed. And out
along the line in the great mountains there would be a station called
Revelstoke. And where the steel met from the East and the West, there
would be another station named “Craigellachie,” after the Gælic
cablegram meaning “stand fast,” which Stephen, as we have already
recorded, had sent to his cousin, Donald A. Smith (Strathcona), in the
dark days some years before. The name would remind succeeding
generations of the men whose steadfastness was like unto that of
Craigellachie, the unshaken rock in the old glen of Strathspey.
CHAPTER XI
Ocean to Ocean
“J 1, 1883.
“Dear Sir:
“Our work of construction for the year 1882 has just
closed, and I cannot permit the occasion to pass without
acknowledging the obligations of the Company to the North-
West Mounted Police, whose zeal and industry in preventing
traffic in liquor and preserving order along the line of
construction have contributed so much to the successful
prosecution of the work. Indeed, without the assistance of the
officers and men of the splendid force under your command it
would have been impossible to have accomplished as much as
we did. On no great work within my knowledge, where so
many men have been employed, has such perfect order
prevailed. On behalf of the Company and all their officers, I
wish to return thanks and to acknowledge particularly our
obligations to yourself and Major Walsh.
“I am, sir,
“Yours very truly,
“W. C. V H ,
“General Manager.
“To Lieutenant-Colonel A. G. Irvine
“Commissioner,
“North-West Mounted Police,
“Regina.”
And at the close of the next year we find the following from another
very practical man, John M. Egan, General Superintendent of the
Western Line, who did not make incursions into the realm of the
sentimental. The letter runs as follows:
C P R
T , after terrific fighting
against heavy odds, had reached its objective in the completion of
the main line from sea to sea. It was a thin steel line reaching across the
continent. But the driving of the last spike at Craigellachie simply gave
the Company a base of operation from which to reach out for other
conquests, in order that the work already done might prove productive of
the best results. Mr. Van Horne, who had a perfect passion for doing new
things and for bringing unknown places into the limelight, saw
tremendous opportunities looming up for the full play of his abilities in
that regard.
It was well for the road and for Canada that he saw the vista thus
opening up ahead with the lure of great prospects for the exercise of his
powers. Because otherwise he might have taken up work elsewhere. It is
well known that more than one board in the States was ready to throw its
presidency at the head and the feet of the man whose astonishing record
on the Canadian Pacific had attracted the attention of the railway world.
In fact Van Horne, on reaching Montreal after returning from
Craigellachie, found a letter (and others followed from several
directions) from Mr. Jason C. Easton, a great banker and railway man in
Wisconsin. The letter expressed the hope that as Van Horne had only
agreed to stay with the Canadian Pacific for five years, he would soon go
back to the States and take a railway presidency there.
But besides the fact that the bigness of the task still to be undertaken
in Canada held him to this country, the truth is that he had become
personally attached to President George Stephen and his Scottish-
Canadian associates. A little sidelight is thrown upon this phase of the
matter by the incident connected with the driving of the last spike by Mr.
Donald A. Smith (Strathcona). Mr. Smith owned a country home near
Winnipeg, called Silver Heights, once the property of the Hon. James
McKay, the handsome and famous frontiersman and interpreter who had
such a large share in the making of the successful Indian treaties on the
plains. After his removal to Montreal Mr. Smith allowed the house to
remain closed except for the caretaker and those who looked after the
farm stock and such like. On the way west by special train to
Craigellachie, Mr. Van Horne thought it would be a good idea to have the
house at Silver Heights opened up and have a spur-track laid to it from
Winnipeg, as a surprise to the veteran who was to drive the last spike.
When the train returned to Winnipeg the engine was reversed and the
special began backing out of the station. Mr. Smith after a while noticed
it, and then began to look out of the window. In a little while he said:
“Why, gentlemen, if I can believe my eyes this ground looks familiar and
there are Aberdeen cattle just like mine and that place looks like my
house.” The train stopped and the conductor shouted “Silver Heights.”
Mr. Smith was delighted beyond measure and again and again expressed
his appreciation of the courtesy and thoughtfulness that had planned the
surprise. It was just one of the ways by which the apparently
unemotional Van Horne paid chivalrous personal compliment to the men
whose character and courage he had learned to respect as they stood by
him to their last dollar in the great task to which he had given himself so
determinedly for four laborious years.
When Mr. Van Horne reached Montreal, after the opening of the
main line, he began to speed up the plans he had been putting already in
operation for the perfecting of the road and the increase of traffic in all
directions. The quality of the road-bed was of even higher standard than
the Government contract required. It will be remembered that once,
when the road-bed was still new, Van Horne had aboard his train a
number of Eastern men who were going out West in regard to the
valuation of the Government section of the road constructed by
Onderdonk. While still on the Canadian Pacific section in the mountains,
Van Horne walked up the platform at Field and said to the engineer,
Charley Carey, a fearless, skilful driver, “Let her out a bit, Charlie, we
will show these fellows that they are on a railroad fit to run on, though
the Government section is not.” Charlie “let her out” and made a fifty-
one-mile run in an hour and wound up by doing the seventeen miles
from Golden to Donald in fifteen minutes, and all safe. When they pulled
up there, with a flourish and flashing fire on the rails as the brakes were
put down hard to prevent running by the platform, the gentlemen from
the East needed no further demonstration. The Canadian Pacific road-bed
was all right even in those early days.
But Van Horne knew that much had still to be done. Construction had
been careful, but rapid, and steel and stone and cement would have to
replace many wooden culverts and bridges. Trestles had to be filled in or
replaced by stone or steel. Rolling stock, shops, roundhouses, yards,
stations, wharves and all manner of similar things had to be provided.
Branch lines to feed the main line would have to gridiron the country,
and connections would have to be made with the big systems south of
the line.
Incidentally, it was as a result of his observation before he came to
Canada at all, that he insisted on the Canadian Pacific keeping such
auxiliary utilities as the telegraph, express and sleeping car departments.
These also in their several ways would be feeders to the main treasury
account. They were not the big tent, as Van Horne said, using a circus
illustration; but the side-shows, as he called them, went a long way to
increase the receipts. It had been the custom in other places to let other
organizations have these franchises, but Van Horne said they took the
cream of several kinds of business and “left the skim milk to the
railway.” Van Horne wanted the cream, as the road would need the
money; and so the Dominion Express and the Canadian Pacific
Telegraphs and the Railway’s own sleeping cars, got into business for the
big Company from the start. And these, like the dining car department
and others of the same type, are marvels of service and efficiency, as
every one now knows.
To speak about the creation of traffic is to use a somewhat peculiar,
but well-founded, expression, because, in this case, it applies to traffic
which had practically no existence before. Nothing escaped Van Horne’s
notice. In the evening hours when he would be in camp on the prairie
during construction time, he took delight in planning sports of various
kinds for the men. “A change is as good as a rest,” is an old saying with
a lot of truth in it. I have seen men apparently fagged out with a day’s
march become lithesome as kittens over a game of baseball in the
evening on the plain. Mr. Van Horne, who was a true artist, became
interested in the bleached bones of buffaloes amongst the construction
tents. And many a great buffalo head with its wide white frontal bone did
the big railroader adorn with sketches made in coal or pencil, to the
delight of the onlookers. And at the same time he was thinking of traffic
in these buffalo bones. In my boyhood I have ridden through acres and
miles of prairie where the white bones of the buffalo “lay thick as the
autumnal leaves in Vallambrosa.” These acres of skeletons were an
indictment against the selfish and greedy buffalo-hunting sporting men
who had rounded up the herds, killed them by thousands, and took
nothing but the tongue and the hide. Van Horne saw in these vast surface
cemeteries how the slaughtered buffalo could still be of value. And so he
had men gather up the bones and pile them in great heaps along stations
and sidings, to be shipped by trainloads to Eastern factories that were
glad to get them. Thus the railroader, who got the material for the cost of
gathering, made good profits for the Railway, and at the same time
cleared the land of an encumbrance. The man who could think of such
things was not likely to fail in creating traffic.
Van Horne was anxious to get the country settled up along the great
spaces in the Middle West. So he lured many cattle-men across the line
by the advertising he did for the rich grazing lands in the southern
portion of the North-West Territories, as the prairie country was then
described. He drafted some striking and rather freakish advertisements
for billboards in Eastern Canada, thus “capitalizing the scenery” of the
Great Lakes and the mountains and making a special bid for tourist
traffic. Some of these posters, such as “Parisian Politeness on the C. P.
R.” and “ ‘How High We Live,’ said the Duke to the Prince,” are
somewhat belittled by smart modern advertisers; but somehow they
stuck in the memory of those who saw them, and that is the acid test of
all advertising. The stream of tourists or other travellers on the main line
was a very small rivulet in those early days, and there are records of cars
with one or two passengers. But all passengers became enthusiasts over
the comfort and courtesy of the road, so that the movement of travellers
is now a steady-flowing river of humanity which, in certain seasons,
almost overflows in a great tide of sightseers and business people.
It is interesting to recall in connection with Mr. Van Horne’s
endeavours to secure settlers by various immigration plans, that he
studied social conditions amongst the incoming settlers. That was before
the day of rural telephones and motor cars, and he discovered without
much difficulty that one of the obstacles to settlement of the prairies at
that period was the dread of loneliness and isolation. And the keen-
minded railroader formulated a plan to offset that dread in the minds of
possible newcomers. He thought that tracts of land should be surveyed so
as to permit settlers to live in communities at the apex of a triangle. In
order that they might enjoy the social amenities and advantages of
community life while their farms spread out from that place of common
residence to the farther extremity of the land they held. It is of additional
interest to recall that the introduction of the rectangular system of land
survey from the United States led to considerable unrest in the Canadian
West. It gave Louis Riel a chance to play on the emotions of the half-
breed settlers on the South Saskatchewan River, where these settlers
desired to hold their land as the early settlers did on the Red and
Assiniboine Rivers, their homes near together on the river bank and the
farms running back some distance on the plain. And Riel told the half-
breeds that the Government wanted to break up their social life and make
it difficult for them to have schools and churches and business places
near at hand. In fact, the introduction of the rectangular survey, with its
comparative isolation, was one of the prime reasons at the base of the
Riel Rebellion. So that Mr. Van Horne had a good idea in operation when
he advocated the settlement of newcomers close together. The
Government, however, did not adopt the scheme. Some settlers, like the
Mennonites, followed the plan of community settlement, even though the
square farms made them lose time in going backwards and forwards to
their work.
Mr. Van Horne’s efforts for the settlement of the country led also to
his company building immense elevator accommodation at the Great
Lakes and providing facilities for transport thereto.
There were flashes of humour in this grim fight for the settler. Mr.
Van Horne was restively asserting one hard year that the grain-buyers
who were paying only thirty-five cents a bushel for wheat were
practising highway robbery on the farmer. Mr. L. A. Hamilton, the
Company’s land commissioner, said to him, “Why not go in and outbid
the grain-buyers.” The idea appealed mightily to Van Horne and he sent
Alex Mitchell, a grain man from Montreal, to the West to organize some
agency and offer fifty cents a bushel. No one knew that Mitchell was
acting for the Canadian Pacific, but when he offered fifty cents a bushel,
grain poured in on him till all the cars were full and bags of wheat were
piled up along station platforms on account of the car shortage. Then the
enemies of the Railway who were on the lookout for chances to find
fault with the Railway and who, of course, had no idea that the Railway
owned the wheat, attacked the Company because it could not take care of
the crop and ship it out of the country. These active enemies got
photographs taken to show the congestion of the grain at stations and on
platforms along the line. Van Horne said nothing, but had these
photographs bought up by scores and sent abroad to show that the
prairies were so productive that the railway was caught unprepared to
handle the enormous crops. All this was great immigration material, and
a boomerang for the men who had gone to the expense of getting the
photographs.
These things indicate how eagerly Mr. Van Horne was trying to get
the country settled, and generally to build up within its borders,
prosperous and successful communities. There is a theory in the minds of
some kinds of people that a railway like this has been always bleeding
the country to death. Hardly any theory could be more assinine and
ridiculous. It could only spring from the alleged brains of the unthinking,
even though it passes muster as a piece of stump or soap-box oratory. It
may sound well as a vote-catcher, but thinking people will not be
deceived by such a manifest contradiction in terms. The country and the
railway, in such a case as this, must stand or fall together. Each is
necessary to the prosperity of the other. Hence for one to attempt the
destruction of the other is practically a round-about, but effective, way
for that one to commit suicide. And a business concern has sense enough
not to commit suicide. In this connection there is a fine paragraph in a
sort of valedictory review of the history of the Canadian Pacific Railway,
given in 1918 by Lord Shaughnessy, then President of the Company and
Chairman of the Board. It is quoted here in advance of the chronological
order of our story, because it is specially applicable to the point we are
discussing, namely, the interdependence of the country, and the road. The
paragraph is as follows: “The shareholders and Directors of the
Company have always been impressed with the idea that the interests of
the Company are intimately connected with those of the Dominion, and
no effort or expense has been spared to help in promoting the
development of the whole country.” This statement was intended to
cover the whole record of the railway, and Lord Shaughnessy had such
an outstanding reputation for stern rectitude and straight-flung veracity
that we are fully warranted in taking it at its face value. Hence when we
recorded above the efforts of Mr. Van Horne to extend and create the
business of the road in the years immediately succeeding the completion
of the main line, we were justified in saying that Mr. Van Horne’s
endeavours in that regard were in the interests of both the railway and
the country. The Canadian Pacific was from its inception an integral
factor in creating and extending the social and productive activities of
Western civilization.
Mr. George Stephen (first knighted and then raised to the peerage as
Lord Mount Stephen, in recognition of his great services to the empire as
a railway builder) held the Presidency of the Canadian Pacific from the
beginning in 1880 till 1888, when Mr. Van Horne succeeded him. There
was something very fine in the deep personal friendship that existed
between these two men. And there is something almost pathetic in the
correspondence carried on between them over Mr. Stephen’s desire to
retire from the Presidency, and later on, when his health and age
demanded rest, from the directorate of the road. The President and Mr.
Van Horne had been specially close personal friends from the beginning,
and their intense struggle to build the railway had cemented their
friendship into a type of affection that was unmistakable, even though
these two strong men were not of the kind to be demonstrative before the
curious onlookers by the wayside of life. Stephen, on undertaking the
Presidency in 1881, had indicated even then his purpose to retire when
the task of building the road across the continent was completed. The
greatness of this task was even then foreseen, although the enormous
difficulties that developed, as we have noted in previous chapters, could
not have been anticipated by finite vision. The burden of responsibility
carried by the President was well-nigh crushing. And there is no doubt
that Stephen, at times, felt keenly the fact that not only did some public
men in Canada actually oppose what he was trying to do for the country,
but that even some of those who had stood as sponsors for the railway
undertaking were so slow to appreciate the terrific strain upon Stephen
and his colleagues that they only came to their assistance after they were
humbly besought for aid. Stephen’s nature was sensitive under these
discouragements, but he kept his word and stayed till the main line was
built. It was largely at Van Horne’s request that Stephen kept on for two
years more and thus gave the General Manager a chance to consolidate
and conserve what had been accomplished as well as proceed with
extensions and branches. But in 1888 Stephen retired from the
Presidency, and Mr. Van Horne was the logical choice to be his
successor. In a fine letter which has vivid historical interest to all who
know something of the stress and strain of his term of office, Sir George
Stephen, under date of August 7th, 1888, wrote to the shareholders of the
Company, his resignation. After referring to his determination, at the
outset, to remain in office till the completion of the main line, Sir George
relates how he remained two years more at the request of his colleagues.
Then he goes on to say, “warned now by the state of my health, finding
that the severe and constant strain which I have had to bear for the last
eight years has unfitted me for the continuous and arduous work of an
office in which vigour and activity are essential; feeling the increasing
necessity for practical railway experience; and believing that the present
satisfactory and assured position of the Company offers a favourable
opportunity for taking the step I have so long had in contemplation, I
have this day resigned the Presidency of the Company which I have had
the honour to hold since its organization.” After referring to the fact that
he would continue to have an abiding interest in the Company and