This Month in M&A - May 2012

May 2012

This Month's Features:

  • Proposed regulations on allocation of E&P following reorganizations
  • Supreme Court rules that basis overstatement does not trigger extended statute of limitations (United States v. Home Concrete & Supply, LLC)
  • Final section 267(f) regulations on deferral of losses on transactions between controlled group members
  • Final section 1248(a) regulations treating section 301(c)(3) distributions as a sale or exchange of stock
  • Subsidiary's recapitalization followed by parent's liquidation treated as downstream D reorganization (PLR 201214013)
  • Amortizable section 743(b) adjustment treated as separate asset from a partnership's non-amortizable section 197(f)(9) intangible asset upon partnership incorporation (PLR 201214014)
  • Securities partnerships allowed to aggregate section 704(c) gains and losses (PLR 201216019)
  • Exchange of Controlled stock and securities for newly issued Distributing debt is tax-free under section 361(c) (PLR 201216023)
  • Acquisition qualifies as a QSP even though shares were acquired in violation of local country securities law (PLR 201216026)
  • Coordination procedures on review of the application of the economic substance doctrine (Chief Counsel Notice 2012-008)

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Tim Lohnes
Partner, M&A Tax
Tel: +1 (202) 414 1686

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