Through a lens darkly: proposed "C" reorganization regulations clear up the Bausch & Lomb problem

Article Abstract:

The author discusses IRS regulations governing subchapter C corporation reorganizations under its common sense approach rather than its former position from the Bausch & Lomb Optical Co. v. Commissioner decision.

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Form and function in stock acquisitions followed by liquidations and mergers

Article Abstract:

The classification of corporate reorganizations under IRC section 368(a)(1) would appear to allow corporations to use liquidations or mergers freely following a corporate acquisition while still maintaining the transaction's tax-free character, but IRS authority for such planning is not altogether clear. Revenue Ruling 67-274 appears to suggest that, with proper planning, corporations can meet the statutory requirements for either a B or a C reorganization. Characterization and tax treatment seems to depend on whether the IRS decides that a sequence of transactions are part of one plan of reorganization.

Mergers & Acquisitions

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New wine in old skins: interaction of new COBE regulations and the substantially all requirement

Article Abstract:

The author reviews the new regulations regarding continuity of business enterprise considerations in assessing tax for corporate reorganizations. He investigates how these conflict with the continuing "substantially all" requirement for tax-free reorganizations.

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