January 2012

This Month in M&A

This Month's Features:

  • Final and proposed section 368 regulations address time for measuring the continuity of interest requirement
  • Tax Court rules a purported stock sale lacked economic substance (Feldman v. Comm’r)
  • A “triple drop” followed by the liquidation of target treated as section 351(a) contributions followed by a D reorganization (PLR 201150021)
  • In determining whether a corporation has completely liquidated, ownership of reincorporated assets was tested at the completion of all related steps in a transaction (PLR 201149012)
  • Contribution of a subsidiary’s stock, followed by an election to convert to a limited liability company, treated as a C reorganization when followed by a spin-off (PLR 201150019)
  • IRS modifies 165(g) “Look-Through Approach” to gross receipts test (PLR 201149015)


This Month in M&A archive