Corporation Formation, Liquidation & Reorganization

Topics

December 1, 2017

Substantive consolidation: A tale of two cases

Because there is no clear statutory guidance for how a bankruptcy judge determines if a trustee’s request to apply substantive consolidation should be granted, each case is different.

December 1, 2017

IRS announces it will rule on tax-free stock distributions

The IRS is introducing an 18-month pilot program under which it will once again issue letter rulings concerning the general income tax effects of stock distributions under Sec. 355.

November 1, 2017

Letter ruling provides guidance on distributions in a reorganization

The IRS ruled on how the distribution of stock is treated in a tax-free reorganization and whether there is any potential recognition of gain.

October 1, 2017

Net value requirement for tax-free reorganization treatment withdrawn

The IRS withdrew rules it proposed in 2005 that would have required certain corporate formations and reorganizations to meet net value requirements before they would qualify for nonrecognition treatment.

September 22, 2017

IRS to rule on tax-free stock distributions

The IRS is introducing an 18-month pilot program under which it will once again issue letter rulings concerning the general income tax effects of stock distributions under Sec. 355.

August 1, 2017

IRS will rule on leveraged spinoffs again

The IRS says it will again issue rulings on corporate leveraged spinoff transactions.

July 12, 2017

IRS withdraws proposed net value requirement rule

July 1, 2017

Potential merger incentives resulting from proposed tax reform

The House Blueprint, if enacted, may provide incentives for certain taxpayers to merge in the future.

May 10, 2017

Leveraged spinoffs removed from IRS no-ruling list

The IRS says it will again issue rulings on corporate leveraged spinoff transactions.

April 1, 2017

Proposed ‘hot dog stand’ regulations for spinoffs

The proposed regulations are intended to further limit a corporation’s ability to separate business assets from nonbusiness assets in a tax-free manner.

February 1, 2017

Uncertainty Surrounding Back-to-Back F Reorganizations

The tension between the two principles of the new regulations can cause taxpayers uncertainty.

February 1, 2017

When Entity Simplification Is Not So Simple

Carrying over E&P from one entity to another and administrative burdens can lead to
headaches down the road.

January 1, 2017

IRS Eliminates No-Rule Policy for Business Purpose and Device Rule Issues

The application of the business purpose and device rules often involves both legal and factual questions.

January 1, 2017

How to Document a Tax-Free D Reorganization With a Split-Off

A taxpayer that treats a split-off transaction
as a tax-free D reorganization must be able to
prove to the IRS that the transaction meets all requirements.

November 1, 2016

Acquired Taxpayer Is Not Eligible for Success-Based Fee Safe Harbor of Rev. Proc. 2011-29

An S corporation was not eligible to elect the safe harbor since it was the target of the acquisition, and it must capitalize the success-based fees that it claimed as an expense.

November 1, 2016

Transaction Pursuant to Qualified Stock Purchase Treated as Distribution in Liquidation

A Sec. 338 election can provide benefits to buyer and seller, but the transaction must be structured so that it satisfies the conditions to be a qualified
stock purchase.

July 15, 2016

IRS Provides Safe Harbors for Acquisition of Control in Certain Corporate Transactions

The IRS issued guidance that provides safe harbors for corporations, under which the IRS will not assert that a distributing corporation lacks control of another corporation within the meaning of Sec. 355(a)(1)(A).

July 1, 2016

Double and Triple Drops With Liquidations Clarified in Pair of Revenue Rulings

This item discusses these rulings along with the technical aspects surrounding their issuance and addresses whether the IRS reached the right results.

June 7, 2016