Gain and Loss Recognition Under Sec. 356(c)
The Tax Court discussed the application of the “boot” rules under Sec. 356 in a tax-free reorganization.
Formation, Liquidation & Reorganization
Regulations Finalize Coordination Rules for Outbound Reorganizations
The IRS issued regulations that eliminate an exception to the coordination rule between asset transfers and indirect stock transfers for certain outbound asset reorganizations and modify an exception to the coordination rule.
Final F Reorganization Regs. Might Make Treatment Available for Reverse Mergers
A company that uses a reverse merger to go public generally would like to structure the merger as a tax-free reorganization.
IRS Finalizes Potential F Reorganization Rules
Corporations that meet six requirements will be able to effectuate F reorganizations tax-free in some cases.
Acquisition of Partnership Interest Constitutes an Expansion of Distributing Corporation’s Business
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.
Final Rules Govern F Reorganizations
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.
Dealing With ISOs and Disqualifying Dispositions in Reorganizations
A recent Chief Counsel advice provides guidance on disqualifying dispositions of incentive stock options in reorganizations.
IRS Issues Two Rulings on D 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.
Rulings Illustrate Transactions That Qualify as D Reorganizations
The IRS issued two rulings on transactions that qualify as D reorganizations and revoked Rev. Rul. 78-130.
Tax Considerations for Cancellation-of-Debt Income
This item provides an overview of the U.S. income tax implications of cancellation-of-debt income that results from bankruptcy or insolvency, with a focus on the differences in the tax treatment for C corporations, S corporations, and partnerships.
Basis Allocation to Nonshareholders in All-Cash D Reorganizations Prohibited
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.
IRS Issues Final Regulations on Allocation of Earnings and Profits
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.
Regulations Finalize Rules on All-Cash D Reorganizations
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.
Final Rules Determine How E&P Is Treated in Corporate Reorganizations
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 Control Requirement: Opportunities and Pitfalls
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.
Proposed Rules Would Amend Definition of Acquiring Corporation in Corporate Reorganizations
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.
Earnout Restriction Causes Substantial Risk of Forfeiture
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.
Hook Stock and Sec. 355: Did a Distribution Occur?
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.
Defining Stock of Insolvent and Bankrupt Corporations
This article discusses the special rules and issues surrounding the classification of stock ownership of corporations that are insolvent or in bankruptcy.
