Section 355(e) does not explicitly state that, under the attribution rules, one must look to the ultimate owners instead of the acquiring
entity itself in applying section 355(e).
For example, a customer list is an intangible asset because a price is paid for access to customers who may patronize the acquiring
Specifically, a transfer of assets or stock to a subsidiary of a controlling corporation where its stock is used by the acquiring
corporation is clearly not contemplated by the express requirements of section 368(a)(2)(C).
351 exchange, because the acquiring
subsidiary was an investment company under Sec.
Citing INDOPCO Inc., 503 US 79 (1992), the IRS concluded that the bank had to capitalize the cost of acquiring
the credit card receivables.
Nevertheless, the plaintiff argued that where at least 80 percent of the stock of the acquired corporation is exchanged for voting stock in the acquiring
corporation, the literal requirements of section 368(a)(1)(B) are met.
304 transaction involving an acquiring
The basis as determined above is first decreased by the fair market value of assets furnished by the acquiring
corporation in exchange for the former common parent's assets, and then increased by the gain recognized by the former common parent on the transfer.
2001-24, the IRS ruled that a controlling corporation's transfer of an acquiring
corporation's stock to a controlled subsidiary, following the merger of the acquired corporation into the acquiring
corporation, satisfied the continuity-of-business-enterprise (COBE) requirement of Sec.
85-197, the IRS ruled that an acquiring
company satisfied the COBE requirement following a merger of a holding company into its wholly owned operating subsidiary, reasoning that the holding company's historic business was also the subsidiary's historic business.
1.368-2(d)(4) (the" anti-Bausch & Lomb regulations") effectively overturned the long-standing Bausch & Lomb doctrine, by providing that target stock historically owned by an acquiring
corporation no longer counts against the solely-for-voting-stock requirement in a C reorganization.
381(c)(1)(B), the acquiring
) in a tax-free asset reorganization may use the target corporation's (Target's) net operating loss carryovers in Acquiring
's tax year of the acquisition only up to an amount that bears the same ratio to Acquiring
's taxable income for that year as the number of days in that year after the date of the acquisition bears to the total number of days in that year; see also Sec.