Article Abstract:
IRS Technical Advice Memorandum 9215005 defined the criteria for deciding if a triangular acquisition should be deemed a caused-to-be-directed acquisition. Triangular acquisitions, which occur when a parent corporation takes over assets from a target corporation indirectly through the parent's wholly owned subsidiary, involve less tax liability than caused-to-be-directed acquisitions. If the transaction is a reorganization as defined by IRC Section 368, than the triangular acquisition will be recast as a caused-to-be-directed acquisition.
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Article Abstract:
IRS Private Letter Ruling 9224016 concerns stock swaps among common owners of two or more corporations as allowed under IRC Section 355. The ruling declared that the stock owners can split up by first combining and then passing off Controlled stock to a new corporation through a series of distributions. However, a careful analysis of this ruling shows that the IRS deliberately obscured the issue by concealing the relevant facts.
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Article Abstract:
IRS Private Letter Ruling 9210041 concerns limits on the liquidation-reincorporation principle that ordinarily prevents a liquidating corporation from transferring assets to a subsidiary corporation. The ruling declares that such a transference is permissible provided the assets do not exceed 3% of the recipient corporation's gross assets. Thus the reincorporation of assets may not necessarily invalidate a liquidation.
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