Corporate nonliquidating

Application of Collapsible Corporation Rules to Minority Shareholders 5. Tax Consequences to Liquidating Subsidiary of Distributions to Minority Shareholders 1. Prior Ownership of Target Stock by Acquirer - Elimination of the “Bausch & Lomb” Rule 4. Exclusion of Stock which Is Limited and Preferred as to Dividends 4.

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General Rule in Nontaxable Liquidation of a Subsidiary 1.

Tax Basis and Holding Period to Parent of Property Received in Liquidation of a Subsidiary A.

Treatment of Liquidating Corporation - General Rule a.

Distributions of Property in Complete Liquidation 1.

Distribution Solely of Cash Qualifies as “Property” E.

Subsidiary Liquidations Not Qualifying Under § 332 A. Addressing liquidations of subsidiaries under §332 (where the parent corporation owns at least 80% of the stock of the subsidiary) as well as liquidations of corporations that do not qualify under §332, the Portfolio considers the tax consequences to both the liquidating corporation and its shareholders. D., The Ohio State University Moritz College of Law; LL. Taxation, Georgetown University Law Center; Former Law Clerk to Hon. The Portfolio highlights traps for unwary taxpayers and discusses planning opportunities in connection with a corporate liquidation. Tax Management Portfolio, Corporate Liquidations, No. 784-3rd, analyses the tax considerations in connection with the liquidation of a corporation. The principal focus of the Portfolio is on liquidations after the repeal of the General Utilities doctrine by the Tax Reform Act of 1986. Finally, the Portfolio reviews the issues arising from the liquidation of insolvent subsidiaries and the existence of intercorporate debt in subsidiary liquidations.

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