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.
Application of § 267(f) to Transfers in Satisfaction of Debt 3.
Recognition of Gain or Loss to Subsidiary if § 332 Does Not Apply to the Liquidation c.
Expenses of Subsidiary in Assisting or Resisting a Takeover Attempt a.
Subsidiary's Expenses in Redeeming Stock or in Liquidating 7. Consolidated Returns - Excess Loss Accounts and Other Issues 1. Succession to Income Tax Liabilities of Subsidiary's Former Consolidated Group 5.
Distribution Solely of Cash Qualifies as â€œPropertyâ€ E.
Subsidiary Liquidations Not Qualifying Under § 332 A.
Section 382: Limitation on Loss Carryovers and Built-In Losses 4. Deduction of Organizational, Liquidation, and Dissolution Expenses 1.
The Portfolio identifies issues arising in the context of deemed liquidations, and the special problems that can occur as a result of the interplay of the liquidation provisions with the S corporation rules and the consolidated return regulations.
The Portfolio also discusses the relationship between the liquidation rules and §338 (the election to treat a stock purchase as a purchase of assets).
Liquidating Distribution to Preferred But Not to Common Stock - Spaulding Bakeries, Inc. Subsidiary Not Taxable if § 332 Applies to the Liquidation b.
Tax Consequences to Parent on Liquidation of Insolvent Subsidiary a. Qualification of an Insolvent Subsidiary for a Nontaxable Liquidation D. Determining Whether a Taxable Liquidation Is Advantageous 2. Consequences Before Liquidation if Parent Acquires Debt from Unrelated Party c. Consequences to Subsidiary of Repayment of Debt to Parent a.