Staff Recommendations to Revise Subchapter C: Hearing Before the Subcommittee on Taxation and Debt Management of the Committee on Finance, United States Senate, Ninety-ninth Congress, First Session, September 30, 1985U.S. Government Printing Office, 1986 - 535 pages |
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ABA Draft acquiring corporation American Law Institute amount apply ARTHUR ANDERSEN bankruptcy believe Bob Packwood built-in gains built-in losses buyer capital gains tax carryover basis Code corporate tax cost basis creditors current law debt distributions double tax earnings and profits economic effect election eliminate enacted equity exchange fair market value gain or loss Green Book income tax incorporated business insolvent Internal Revenue Service investment assets limitation liquidation loss company loss corporation merger mergers and acquisitions net operating loss operating loss carryovers ordinary income ownership change percent present law provisions purchase price qualified acquisition recognized relief reorganization repeal result Revision Act section 382 sell Senator CHAFEE shareholder level small businesses staff proposal Staff Report stock-for-debt Subchapter C Revision substantial target corporation tax attributes tax benefits tax consequences Tax Executives Institute Tax Section tax-free taxable income taxpayers tion transaction Treasury two-tier tax Utilities doctrine Utilities rule
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Page 226 - See New York State Bar Association, Tax Section, "Report on Section 382 of the Internal Revenue Code as amended by the Tax Reform Act of 1976," 31 Tax Lawyer 283, 284 (1978).
Page 58 - freely transferable interests that would be taxable as an ordinary domestic corporation but for its meeting certain specified requirements. These requirements relate to the entity's assets being comprised substantially of real estate assets and the entity's income being in substantial part realized from certain real estate and real estate related sources.
Page 42 - It provides that if a corporation adopts a plan of complete liquidation and within 12 months distributes all of its assets in complete liquidation, gain or loss on any sales by the corporation during that period
Page 70 - property is the same as the basis in the hands of the transferor, increased by the amount of gain (if any) recognized by the transferor
Page 194 - Chairman of the Section of Taxation of the American Bar Association. I am pleased to be here to present my views on The
Page 214 - I am the Chairman of the Tax Section of the New York State Bar Association and appear here on its behalf. With me is Herbert L. Camp,
Page 264 - My name is Peter L. Faber. I am a partner in the New York City law firm of Kaye, Scholer, Fierman, Hays & Handler, and
Page 23 - the Treasury Department to issue such regulations as may be necessary or appropriate to determine whether an interest in a corporation is to be treated as stock or
Page 45 - by an acquiring corporation and its affiliates. All such purchases by the acquiring group must be treated consistently as either asset purchases or stock purchases if they occur within the period beginning one year before and ending one year after the
Page 450 - continue the acquired corporation's . . business" or (2) employ "a significant portion of the [acquired corporation's] business assets in a business. [Emphasis added]." If the acquired corporation "has more than one line of business, continuity of business enterprise requires only that [the acquiring corporation] continue a significant line of business." If the loss corporation is the acquiring corporation in a transaction constituting a