If the distributing corporation retains some stock in the controlled corporation, it must at least distribute control of the controlled corporation, and it must show why the retention of the stock was not in pursuance of a plan having as one of its principal purposes the avoidance of Federal income tax.
For example, one feature of such "disguised sale" transactions is that the corporation to be acquired borrows money or assumes a large amount of debt and distributes the proceeds of such debt to its shareholder or shareholders prior to a spin-off.
acquisition of D by a third corporation ("P"), D distributes
70) For example, if a distributing corporation distributes a controlled corporation for a valid business purpose, and such distribution has the effect of facilitating a potential merger of the distributing corporation with an as-yet unknown party, will the ultimate merger of the distributing corporation into a third party be pursuant to a plan?
Under section 355(a), no gain or loss is recognized if a corporation distributes to a shareholder "solely stock or securities of a corporation (referred to in this section as `controlled corporation') which it controls immediately before the distribution.
P"), D distributes its C stock to its shareholders.
If P distributes $50,000 in 1996, it will have no C AE&P as of the end of that year and will permanently avoid the PII tax and potential termination of its S election.
XYZ distributes $100,000 to its shareholders in 1996.
If the corporation to be extinguished in the reorganization has a positive AAA, and distributes cash or other property before the reorganization, the shareholders will reap the benefit of the entire positive AAA.
Divisive reorganizations: A divisive reorganization occurs when a corporation transfers one or more trades or businesses to a controlled subsidiary, and then distributes all the stock in the subsidiary to its shareholders.
In this case, the corporation could distribute
$30,000 of AE&P at no tax cost because it would allow the deduction of the $30,000 investment interest expense.