11-808T) (United States Court of Federal Claims) release date June 27, 2014 (Doc 2014-16178)] that interest netting under section 6621(d) of the Internal Revenue Code is allowed among corporations that have acquired other corporations in statutory mergers
368-2(b), to address statutory mergers
involving disregarded entities.
On November 15, 2001, the Treasury and IRS withdrew the 2000 proposed regulations and issued new proposed regulations that permitted certain statutory mergers
into disregarded entities to qualify as "A" reorganizations, if all of the assets and liabilities of the target were transferred to the acquiror and the target went out of existence.
The Internal Revenue Service and Department of the Treasury issued temporary regulations under [section] 368 on January 24, 2003, that clarify which types of transactions qualify as statutory mergers
or consolidations under [section] 368(a)(1)(A).
In the case of a tax-free deal, generally stock-for-stock exchanges, stock-for-asset exchanges and statutory mergers
, the book/tax difference of goodwill does not generate a deferred tax liability, but it does generate a deferred tax liability for other intangibles.
PHP is the surviving corporation of these statutory mergers
368-2, defining the term statutory merger
or consolidation for purposes of applying Sec.
The IRS said that the transfer of NOLs under these circumstances would be allowed only in statutory mergers
and consolidations and not in other types of tax-free reorganizations.
As many foreign jurisdictions now have merger statutes that operate like those of the states, under which all assets and liabilities move by operation of law, the IRS changed the definition of an A reorganization to allow transactions effected pursuant to these statutes to qualify as statutory mergers
or consolidations for Sec.
Schedule D: An acquisition, merger or consolidation that creates a discrepancy between the information reported (1) to the Social Security Administration on Form W-2 and (2) on Form 941, Employer's Quarterly Federal Tax Return, can be explained on new Form 941, Schedule D, Report of Discrepancies Caused by Acquisitions, Statutory Mergers
, or Consolidations, even if the employer e-filed its employment tax return.
The IRS noted in the preamble to the temporary regulations that it is considering further changes, which will address statutory mergers
that entail foreign corporations and/or disregarded entities.
368(a)(1)(A) regulations to address statutory mergers
involving foreign corporations.