Upstream, downstream: Upstream C reorganizations with a drop
The transaction accomplishes a distribution of assets to the parent, which may be effected in a tax-free manner only in limited circumstances.
Reorganizations
IRS revisits General Utilities repeal
Provisions relating to the repeal of the General Utilities doctrine may again face scrutiny.
When to use a tax-free reorganization
In some circumstances, a taxable stock sale may make more sense.
Leased farmland and the active business requirement for a tax-free reorganization
Meeting the active trade or business requirement is critical to ensuring a corporation leasing farmland qualifies for a tax-free divisive reorganization.
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.
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.
Net value requirement for tax-free reorganization treatment withdrawn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.
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.
IRS will rule on leveraged spinoffs again
The IRS says it will again issue rulings on corporate leveraged spinoff transactions.
IRS withdraws proposed net value requirement rule
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.
Potential merger incentives resulting from proposed tax reform
The House Blueprint, if enacted, may provide incentives for certain taxpayers to merge in the future.
Leveraged spinoffs removed from IRS no-ruling list
The IRS says it will again issue rulings on corporate leveraged spinoff transactions.
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.
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.
Uncertainty Surrounding Back-to-Back F Reorganizations
The tension between the two principles of the new regulations can cause taxpayers uncertainty.
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.
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.
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.
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.
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).
