June 2012

This Month in M&A

This Month's Features:

  • Section 338(h)(10) election available for internal stock acquisition followed by the spin-off of the selling corporation pursuant to an integrated plan (PLR 201220020)
  • Proposed Regulations revise rules on agent of consolidated group (Prop. Reg. sec. 1.1502-77)
  • Rev. Rul. 2012-14 addresses treatment of partnership discharged excess nonrecourse debt in determining partner insolvency
  • Tax Court rules purported equity interest constituted debt (Hewlett-Packard Co.)
  • Redemption during reorganization did not disqualify transaction as valid F reorganization (PLR 201220010)
  • Special dividend declared by a RIC qualifies as a section 301 dividend distribution in light of taxpayer's representation that not less than 20 percent of the special dividend will be paid in the form of cash (PLR 201220022)
  • Worthlessness not satisfied in consolidated return context if subsidiary member has tax refund claim (AM 2012-003)


This Month in M&A archive