The IRS ruled that a distributing corporation’s acquisition of an interest in a partnership was not an acquisition of a new or different business.
IRS Expands Range of D Reorganizations, Highlights Importance of the Form of a Taxpayer’s Transaction
IRS rules expand the range of transactions that qualify as type D acquisitive asset reorganizations and signaled a greater willingness to accept a taxpayer’s chosen form of reorganization transaction.
The final rules apply a concept called a potential F reorganization, allowing the many steps of a corporate reorganization to be examined together to see if the transaction qualifies to be an F reorganization.
A recent Chief Counsel advice provides guidance on disqualifying dispositions of incentive stock options in reorganizations.
The IRS issued two corporate reorganization rulings, one of which involved a domestic corporation and a number of foreign subsidiaries while the second involved a reorganization of domestic entities with a limited liability company that elected to be a disregarded entity after the reorganization.
The IRS issued two rulings on transactions that qualify as D reorganizations and revoked Rev. Rul. 78-130.
The IRS finalized temporary regulations regarding the determination of the basis of stock or securities in all-cash D reorganizations where no stock or securities of the issuing corporation are issued and distributed in the transaction.
Final regulations under Sec. 381 will change which corporation succeeds to the tax attributes, including the E&P, of the transferor or distributor corporation in certain acquisitions.
The IRS finalized temporary regulations regarding the determination of the basis of stock or securities in all-cash D reorganizations where no stock or securities of the issuing corporation is issued and distributed in the transaction.
New rules under Sec. 381 will change which corporation succeeds to the tax attributes, including the earnings and profits (E&P), of the transferor or distributor corporation in certain acquisitions.
Sec. 351 allows a tax-free incorporation transfer if certain requirements are met, including that the property must be transferred to a corporation by one or more persons in exchange for stock in the corporation, and, immediately after the exchange, the transferor(s) is (are) in control (as defined in Sec. 368(c)) of the corporation.
The IRS issued proposed regulations under Sec. 381 that in certain acquisitions would change which corporation succeeds to the tax attributes, including the E&P, of the transferor or distributor corporation.
The Tax Court held that sections of a restricted stock agreement and an employment agreement read together constituted an earnout restriction that might create a substantial risk of forfeiture for stock transferred to an employee.
By invoking an exception to the requirement that a distributing corporation must distribute “all of the stock and securities in the controlled corporation,” the IRS implicitly held that a distribution on hook stock should not be respected.
The IRS recently issued temporary and final regulations addressing certain outbound transfers of property, indirect stock transfers, and certain outbound asset reorganizations.
If a transaction satisfies the substantive tests for certain subchapter C nonrecognition provisions, can the taxpayer nonetheless achieve a taxable exchange by intentionally violating procedural requirements?
The IRS issued final regulations on the rules that apply when an election under Sec. 336(e) is made to treat the sale, exchange, or distribution of at least 80% of the voting power and value of a target corporation’s stock as a sale of all its underlying assets.
Until the IRS issues clarifying guidance on whether a corporation that converts to an LLC always must retain its historic EIN, potential procedural conflicts may exist in relying on Rev. Rul. 73-526 to retain an EIN in an F reorganization.
The IRS recently put an abrupt halt to its ruling practice with respect to several transactions in the Sec. 355 area for which rulings had previously become routine.
Sec. 382, which limits the use of NOL carryovers after an ownership change of a loss corporation, often comes as a rude surprise to corporations in the fields of technology, life sciences, pharmaceutical, and similar industries.