Rev. Proc. 2011-35 provides four safe-harbor methodologies that a corporation may use to establish its basis in the stock of another corporation in a type B reorganization or certain other transferred basis transactions.
The IRS issued final regulations that generally hold that the so-called hot stock rule is inapplicable in reorganizations where a subsidiary is a member of the distributing corporation’s separate affiliated group
The IRS issued final regulations (T.D. 9534) intended to clarify and simplify rules concerning continuity of accounting methods and inventory methods in certain tax-free corporate reorganizations and liquidations.
The IRS has issued final regulations to close a loophole (known as Killer B transactions) that allowed one or more foreign corporations involved in a triangular reorganization to repatriate earnings tax free to the United States in certain circumstances.
The IRS issued final regulations intended to clarify and simplify rules concerning continuity of accounting methods and inventory methods in certain tax-free corporate reorganizations and liquidations.
The IRS recently launched a program to match the filing of Form 8023, Elections Under Section 338 for Corporations Making Qualified Stock Purchases, by a foreign purchasing corporation acquiring a foreign target, with Form 8883, Asset Allocation Statement Under Section 338, to report the effect of the Sec. 338 election.
This item considers what is the proper time to report the transaction if a reorganization spans different tax years.
The IRS has issued new final regulations on cross-border reverse triangular reorganizations, popularly known as “Killer B” transactions.
Vagueness about how long the stock of the acquiring corporation had to be retained after the acquisition led to a significant change to the continuity of interest regulations in 1998, which eliminated the requirement that the stock of the acquiring corporation be retained post-acquisition.
The IRS has issued final regulations that provide guidance regarding the effect of certain transfers of assets or stock on the continuing qualification of transactions as reorganizations under Sec. 368(a).
This article summarizes selected income tax developments during the past year affecting corporations, including those that file consolidated returns.
Editor: Frank J. O'Connell, Jr., CPA, Esq Determining the tax treatment and timing of an employer corporation’s deduction for amounts paid under nonqualified deferred-compensation arrangements under Sec. 404 can be a daunting task, depending on the circumstances. Even if such arrangements have not triggered any of the pitfalls in Sec.
Editor: Anthony S. Bakale, CPA, M.Tax. In many instances, property can be contributed to an entity by its owners in exchange for ownership interests, without gain or loss being recognized on the contribution. For corporations, the general rule under Sec. 351(a) is that “no gain or loss shall be recognized
Editor: Mary Van Leuven, J.D., LL.M. Sec. 351 allows property to be transferred to a controlled corporation by one or more persons without gain or loss recognition. Example 1: Taxpayer A contributes a building (with a $1 million basis and $3 million fair market value (FMV)) to a new corporation
Temporary regulations (TD 9313; NPRM REG-157834-06, 3/1/07) clarify older temporary regulations (TD 9303, 12/18/06) by providing that the deemed issuance of a nominal share of stock of a transferee corporation in a transaction otherwise described in Sec. 368(a)(1)(D) (a D reorganization) does not apply if the transaction otherwise qualifies as
Editor: Terence E. Kelly, CPA Partly to clarify the confusion caused by Letter Ruling 200551018 as to acquisitive D reorganizations (see Burton, Karlinsky and Wright, “S Corporations: Current Developments (Part II),” TTA, November 2006, p. 670), on Dec. 19, 2006, the IRS issued Temp. Regs. Sec. 1.368-2T(l), allowing transactions to
Co-Editors: Michael Metz, CPA; Nick Gruidl, CPA, MBT Final regulations addressing basis and boot in reorganizations provide interesting and unexpected results. Secs. 358 and 356 address allocation of basis to property received in a reorganization and gain recognition on receipt of boot, respectively. Proposed regulations (REG-116564-03, 5/3/04) provided a tracing
In yet another in a series of F reorganization rulings, the IRS issued Letter Ruling 200701017, holding that the formation of a new corporation, followed by the contribution of S stock and an immediate qualified subchapter S subsidiary (QSub) election, will be treated as an F reorganization (i.e., a mere