The odiousness that is Revenue Procedure 96-39: certain spin-off letter rulings are in jeopardy
Article Abstract:
Revenue Procedure 96-39 has established that the IRS will not issue rulings on sequences of corporate transactions involving spin-offs when reversing the order of the transactions would result in stock distribution by a corporation that is not 80% controlled by the distributing corporation. The moratorium is intended to be temporary, pending further study by the IRS. Practitioners will have to rely on existing authority to be able to gain any assurances that a series of transactions that include a spin-off qualify under IRC sections 368(a)(1)(D) and 355.
Publication Name: Journal of Corporate Taxation
Subject: Law
ISSN: 0094-0593
Year: 1997
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Morris trust with a holding company
Article Abstract:
IRS private letter rulings appear to support spin-offs by holding companies that transfer a subsidiary to the holding company's shareholders as nontaxable transactions. These spin-offs are done as a precursor to the holding company's merger into an acquiring company. The law on direct mergers of the subsidiary in the acquiring company is less clear, but the holding company often wants the spin-off to occur as a part-stock, part-cash transfer to avoid concentration of stock holdings.
Publication Name: Journal of Corporate Taxation
Subject: Law
ISSN: 0094-0593
Year: 1995
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LTR potpourri: old and cold; recast; no rule; inversion; voting trust
Article Abstract:
Letter Ruling 9436026 relates to a number of separate issues, some current and some older. The issues involved in the merger and reorganization include continuity of shareholder interest, the treatment of an upstream merger followed by a reverse triangular merger, whether it would constitute an inversion transaction, and the status of voting trust agreements.
Publication Name: Journal of Corporate Taxation
Subject: Law
ISSN: 0094-0593
Year: 1995
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