He tried to find some editorial work on the paper which had printed his reports, but every place was full, and it was hopeless to dream of getting a proprietary interest
She had no proprietary interest
in the painting beyond what she acquired from a growing regard for its parent (which disturbed her a good deal when she had time to think of it); but there were moments when only the recollection of her remorse for her previous outbreak kept her from rending the critic.
A proprietary interest
in the target corporation is preserved if, in a potential reorganization, it is exchanged for a proprietary interest
in the issuing corporation (as defined in [Regs.
For a merger to be a tax-free reorganization, the transaction must show "continuity of proprietary interest
COI is generally measured by reference to the portion of the acquirer stock used as consideration in the transaction, as this represents a continued proprietary interest
on the part of the target shareholders in the reorganized corporation.
368-1 (e), generally requires the target shareholders in a reorganization to receive a proprietary interest
in the issuing corporation in exchange for their shares in the target.
If the reorganization contract provides for fixed consideration, the consideration to be exchanged for a proprietary interest
in the target will be valued on the last business day before such contract is binding.
It essentially provides that the claim cannot resemble a proprietary interest
or be subordinate to general creditors' claims, nor can principal or interest payments depend on corporate earnings.
The district court held that, under Vermont law, a contingent fee agreement between taxpayer and attorney gives rise to an equitable lien in favor of the attorney on the taxpayer's recovery, effecting a transfer to the attorney of a proprietary interest
in the taxpayer's claim under Est.
If a shareholder's interest in a target is fairly evaluated and exchanged for an interest of equal value in the issuing corporation, or continues to function as a proprietary interest
in the target, the COI in the target is preserved (Regs.