Chapter 11 Nontaxable Acquisition or Disposition of a Corporation

Index

Section 1 Background
Section 2 Tax Reform Act of 1986 and Resulting Developments
Section 3 Purpose and Effect
Section 4 Internal Revenue Code Provisions and Types of Reorganization
Section 5 Legislative and Administrative Developments
Section 6 Repeal of Morris Trust Doctrine
Section 7 Nonqualified Preferred Stock
Section 8 Regulations Regarding Continuity of Interest and Continuity of Business Enterprise
Section 9 Regulations Regarding Capitalization of Acquisition-Related Expenses
Section 10 Proposed Regulations Regarding Allocation of Basis Among Shares Received in a Reorganization
Section 11 Statutory Terms and Nonstatutory Doctrines of General Application
Section 12 Plan of Reorganization
Section 13 Parties to Reorganization
Section 14 Business Purpose Doctrine
Section 15 Introduction
Section 16 Regulations Under Treasury Decision 8760
Section 17 Regulations Under Treasury Decision 8761
Section 18 Proposed Regulations Under REG-129706-04
Section 19 Introduction
Section 20 Regulations Under Treasury Decision 8760
Section 21 Step-Transaction Doctrine
Section 22 Net Value Requirement
Section 23 Types of Acquisitive Reorganizations
Section 24 Type AStatutory Merger or Consolidation
Section 25 Type CAcquisition of Assets for Voting Stock
Section 26 Type GAcquisition of Assets in Bankruptcy Proceeding
Section 27 Type BAcquisition of Stock for Voting Stock
Section 28 Operating Rules Under Revenue Procedure 77-37
Section 29 Required Representations Under Revenue Procedure 86-42
Section 30 Nonruling Areas
Section 31 General Description and Definitional Requirements
Section 32 Compliance With Substantive Merger Statutes
Section 33 Permissible Consideration and Continuity of Interest
Section 34 Assets Transferred
Section 35 Tax Consequences to Acquiring Corporation
Section 39 Tax Consequences to Acquired Corporation
Section 42 Three-Party Type A Reorganization
Section 43 General Description and Definitional Requirements
Section 44 Tax Consequences to Acquiring Corporation
Section 50 Tax Consequences to Acquired Corporation
Section 54 General Description and Definitional Requirements
Section 55 Introduction
Section 58 Tax Consequences to Acquired Corporation and Its Shareholders
Section 59 Recharacterization and Overlap With Other Reorganizations
Section 60 Two-Party Merger
Section 61 Forward Subsidiary Merger
Section 62 Reverse Subsidiary Merger
Section 63 General Description and Definitional Requirements
Section 64 Substantially-All Requirement
Section 65 Solely-for-Voting-Stock Requirement
Section 68 Total Distribution Requirement
Section 69 Bausch & Lomb Problem
Section 70 Tax Consequences to Acquiring Corporation
Section 74 Tax Consequences to Acquired Corporation
Section 78 General Description and Definitional Requirements
Section 79 Substantially-All Requirement
Section 80 Solely-for-Voting-Stock Requirement
Section 81 Assumption of Liabilities
Section 82 Tax Consequences of Three-Party Type C Reorganization to Acquiring Subsidiary and Controlling Parent
Section 83 Gain or Loss
Section 84 Basis of Acquired Assets and Subsidiary Stock
Section 85 Recharacterization
Section 86 Overlap With Type D Reorganizations
Section 87 Overlap With I.R.C. 351
Section 88 General Description and Definitional Requirements
Section 89 Acquisition of Control
Section 90 Solely-for-Voting-Stock Requirement
Section 91 Recharacterization on Liquidation of Acquired Corporation
Section 94 Tax Consequences to Acquired Corporation
Section 97 General Description
Section 98 Constructive Type B Reorganization
Section 99 Tax Consequences
Section 100 Recharacterization
Section 101 I.R.C. 351
Section 102 Reverse Triangular Merger
Section 103 Introduction
Section 104 Carryover of Attributes in Asset Acquisitions
Section 105 Carryover of Attributes in Acquisitive Stock Reorganizations
Section 106 Taxable Years and Separate Return Limitation Year Rules
Section 107 Reverse Acquisitions
Section 108 Limitations on Carryover of Tax Attributes Under I.R.C. 382
Section 109 Ownership Change and I.R.C. 382 Limitation
Section 110 Built-In Gains and Losses
Section 111 Net Unrealized Gain or Loss
Section 112 Recognized Built-In Gain
Section 113 Recognized Built-In Loss
Section 114 Application of I.R.C. 382 to Consolidated Groups
Section 115 Anti-Avoidance Rules and Regulations
Section 116 I.R.C. 383 Extension of I.R.C. 382 Principle
Section 117 Continuing Effect of I.R.C. 269
Section 118 Introduction
Section 119 General Description and Statutory Requirements
Section 120 Exclusivity of Application
Section 121 Limitation to Court-Supervised Cases
Section 122 Requirements for Qualifying Exchange
Section 123 Substantially-All Requirement
Section 124 Nonstatutory Requirements
Section 125 Continuity of Interest
Section 126 Continuity of Business Enterprise
Section 127 Business Purpose