The benefits of applying the binding contract rule are most evident in situations in which the parties to the
reorganization have agreed on a fixed amount of consideration and fixed the number of acquirer shares to be used in the total consideration.
In Revenue Procedure 81-70, the IRS acknowledges that, in the event the acquired target company is widely held, it would be "time consuming, costly, and burdensome" to collect tax basis data from the target shareholders involved in a "B"
reorganization.
Vencor and its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 with the Court Sept.
See exhibit 1, page 80, for a review of selected quasi
reorganization literature.
D'Amato, and New York City Mayor David Dinkins, are supporting Secretary Aspin's decision to postpone and review implementation of the
reorganization plan.
Despite the fact that each of the merger participants is a foreign entity, the transaction nevertheless could be a statutory merger and thus a "good" type A
reorganization under the new regulations, because both Z and Y are qualified participants and the transaction is not divisive.
An S corp is a Qualified S Corp if it owns 100 percent of the Qualified Subsidiary immediately after the sale or
reorganization described above.
Those decisions, however, represent a shaky foundation for an elusive, yet pervasive, doctrine that permeates the Internal Revenue Code's
reorganization provisions.
The IRS says the 50% test takes into consideration redemptions and other dispositions before the
reorganization.
Under terms of the company's bankruptcy plan of
reorganization, USG agreed to make three payments totaling $3.
In achieving
reorganization status, a transaction must fit one of the
reorganization types (e.
67-125,(3) the Internal Revenue Service held that legal fees for advice on the tax significance of a potential
reorganization must be capitalized.
