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Index to Tax Research File

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Submitted By scootermcnally
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Index to Tax Research File

Item Page Reference
Determine the Facts 2
Identify the Issues 2
Locate Applicable Authorities 2
Evaluate Authorities 2-7
Analyze the Facts to Terms of applicable Authorities 8
Communicate Conclusion and Recommendations to Others 9
Memorandum to File 9-10
Client Letter 11-12

Determine the Facts
Parent Corporation has owned 60% of Subsidiary Corporation’s single class of stock for a number of years. Tyrone owns the remaining 40% of the Subsidiary stock. On August 10, of the current year, Parent purchases Tyrone’s Subsidiary stock for cash. On September 15, Subsidiary adopts a plan of liquidation. Subsidiary then makes a single liquidating distribution on October 1. The activities of Subsidiary are to continue as a separate division of Parent.
Identify the Issues
The issue is does the liquidation of Subsidiary qualify for nonrecognition treatment under Secs 332 and 337? Must Parent assume Subsidiary’s E&P balance?
Locate the Applicable Authorities
IRC: 332 (b), 1504 (a)
Rev Rul 70-106, 1970-1 CB 70
Rev Rul 75-521, 1975-2 CB 120
Evaluate Authorities
Two recent revenue rulings offer additional guidance on the level of stock. We do not have to look any further than the IRC and Rev Rul; we can have confidence in our tax assessment. Sec. 332. Complete liquidations of subsidiaries
a) General rule No gain or loss shall be recognized on the receipt by a corporation of property distributed in complete liquidation of another corporation. (b) Liquidations to which section applies For purposes of this section, a distribution shall be considered to be in complete liquidation only if - (1) the corporation receiving such property was, on the date of the adoption of the plan of liquidation, and has continued to be at all times

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