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Section 351

Foreign Books and Records

January 2, 2020 By Jasper L. (Jack) Cummings, Jr.

Our Federal Tax Group explores how a foreign person’s books can become relevant for U.S. tax purposes even when it has no contact with the U.S. tax system. For example, a Section 351 exchange When the basis in U.S. stock isn’t irrelevant Preparing for the day of relevance Read the full advisory here. [...]Read more

Filed Under: Federal Tax Advisory Tagged With: Section 351, Section 362(e)

Federal Tax ADVISORY: Taxpayer Wish List

June 1, 2017 By Jasper L. (Jack) Cummings, Jr.

The Treasury is open for business to change tax rules to ease your compliance burdens. Our Federal Tax Group points out a few regulations that could use some updating. Reduce red tape Regulations can ease the burden What's on your list? Read the full advisory here. [...]Read more

Filed Under: Federal Tax Advisory Tagged With: 9100 Relief, IRS, Office of the Chief Counsel, Revenue Procedures, section 197, Section 351, Section 368, tax reform, Treasury, trump trax reform

Federal Tax ADVISORY: Predecessor and Successor Regulations

February 1, 2017 By Jasper L. (Jack) Cummings, Jr.

There are still many questions about the meaning of the Treasury’s new regulations applying Section 355(e) to predecessors and successors. Our Federal Tax Group examines the answers we do have and what they mean for practitioners.

Read the full advisory here. 

Filed Under: Federal Tax Advisory Tagged With: controlled corporation, distributed corporation, Section 351, Section 355, Section 381, Treasury

Manchester United Ruling?

October 22, 2012 By Jasper L. (Jack) Cummings, Jr. and Edward Tanenbaum

LTR 201242007 is a section 351 ruling with a public offering: not a busted 351, but a good 351. It likely involves the IPO of the new Manchester United football team holding company that was taken public by the Glazer interests, which acquired the UK football team in recent years. The main tax point of significance is that the IRS may have approved a 10:1 disparity in vote between voting classes, for purposes of respecting the low vote stock as voting stock. If so, for section 351 purposes, all of the stock was voting stock and section 351 applied to the Glazer’s contribution of the highly [...]Read more

Filed Under: Mergers and Acquisitions - International Tagged With: Section 351

Federal Tax Advisory: F Reorganizations and Double Dummies

September 4, 2012 By Jasper L. (Jack) Cummings, Jr. and Edward Tanenbaum

This advisory discusses LTR 201222014, which ruled that persons contributing property to a new corporation in exchange for stock can form a control group with other persons contributing the stock of another corporation (target), and therefore enjoy Section 351 nonrecognition treatment. This might seem obvious to practitioners familiar with combined reorganization/351 contributions that were first treated favorably under Section 351 by LTR 9143025. The transaction often takes the form of a double dummy drop down, whereby a new holding company puts the contributed property in one subsidiary and holds [...]Read more

Filed Under: Corporate - Federal, Corporate - State, Federal - Corporate Tax Planning, Federal Tax Advisory, Uncategorized Tagged With: Section 351

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