Quantity and quality in the substantially all requirement

Article Abstract:

IRC Sections 368 and 354(b) mandates that corporate reorganizations satisfy a substantially-all requirement for tax-free status. This requirement means that the acquiring corporation must receive substantially all of the property or assets of the target corporation. However, the IRS treats G reorganizations differently from C and triangular reorganizations. G reorganizations lack the well-defined 70/90 standard for fixed percentages that guides C and triangular reorganizations. The IRS has yet to decide exactly what 'substantially all' means in terms of G reorganizations.

Corporate reorganizations

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Front-end realignments: non-pro rata contributions of stock before corporate acquisitions

Article Abstract:

The Supreme Court's decision in Commissioner v. Fink should clarify the tax status of non-pro rata contributions of stock. The court ruled that when a founding shareholder contributes a portion of his stock in order to improve the financial condition of the corporation he could not claim the contribution as an immediate tax loss. The non-pro rata contribution was seen in the same light as a forgiveness of corporate debt, as a contribution of capital rather than a current deduction, and therefore a transaction without immediate tax consequences.

Cases, Recognition of gain or loss (Taxation), Recognized gain or loss (Taxation)

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Just one more question: redemption uncertainties under the continuity of interest regulations

Article Abstract:

The author reviews the regulations regarding continuity of interest in corporate acquisitions and mergers.

United States, Stock redemption

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