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Rev. Rul. 2017-9, Sit. 2: North-South Ruling - Distribution pursuant to a plan

Rev. Rul. 2017-9, Sit. 2: North-South Ruling - Distribution pursuant to a plan

IRS applies § 361(b) to recognize boot pursuant to plan of reorganization involving § 368(a)(1)(D) and § 355; § 301 does not apply.

Rev. Rul. 2017-9, Sit. 1: North-South Ruling - Transfers treated as separate

Rev. Rul. 2017-9, Sit. 1: North-South Ruling - Transfers treated as separate

IRS treats § 351 exchange followed by § 355 spin-off as separate transactions for tax purposes.

Rev. Rul. 99-6: Termination of partnership

Rev. Rul. 99-6: Termination of partnership

In Rev. Rul. 99-6, the IRS provides that certain transfers of partnership interests cause termination of a partnership.

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Basic Granite Trust Transaction

Basic forward triangular merger

Basic reverse triangular merger

Gregory v. Helvering, 69 F.2d 809 (1935)

Rev. Rul. 2001-24: Forward triangular merger not disqualified by drop

Rev. Rul. 2001-25: Sale of assets did not disqualify reverse triangular merger

Rev. Rul. 2001-26, Sit 1: Tender offer as part of reverse triangular merger

Rev. Rul. 2001-26, Sit. 2: Tender offer as part of reverse triangular merger

Rev. Rul. 2001-29: Rental activity producing rent under § 856(d) can be an ATB

Rev. Rul. 2001-46, Sit. 1: Acquisition merger & upstream merger collapsed

Rev. Rul. 2001-46, Sit. 2: Acquisition merger & upstream merger collapsed

Rev. Rul. 2002-49, Situation 1: 5-year ATB requirement met; expansion

Rev. Rul. 2002-49, Situation 2: 5-year ATB requirement failed

Rev. Rul. 2002-85: Asset drop does not disqualify Type D reorg

Rev. Rul. 2003-125: Eligibility for worthless securities deduction

Rev. Rul. 2003-18: Franchise addition treated as expansion of ATB

Rev. Rul. 2003-38: Good § 355 spin-off of Internet sales business - Expansion

Rev. Rul. 2003-51: Successive § 351 exchanges and control requirement

Rev. Rul. 2003-55: Good § 355 spin even though IPO not completed

Rev. Rul. 2003-79: Sub-all transferred in C reorg of spun Controlled

Rev. Rul. 2004-83, Sit.1: § 304 and § 368(a)(1)(D); consolidated group

Rev. Rul. 2004-83, Sit.2: § 304 and § 368(a)(1)(D); non-consolidated

Rev. Rul. 2004-85, Sit 3: Transfer of all interest does not cancel CTB

Rev. Rul. 2004-85, Sit. 1: A QSub election is not terminated by an F reorg

Rev. Rul. 2004-85, Sit. 2: QSub election terminates after non-F reorg

Rev. Rul. 2007-42: ATB through a partnership

Rev. Rul. 2007-8, Sit. 1: Overlapping § 368(a)(1)(D)/354 with § 351

Rev. Rul. 2007-8, Sit. 2: Overlapping § 368(a)(1)(C) with § 351

Rev. Rul. 2008-18, Sit. 1: F reorganization for S Corp; EIN advice

Rev. Rul. 2008-25: § 338 policy and §368(a)(2)(E) with § 332

Rev. Rul. 2015-10: Triple drop and check (351 exchanges with D reorg)

Rev. Rul. 2015-9: Section 351 transfer with D reorg and step transaction

Rev. Rul. 2017-9, Sit. 1: North-South Ruling - Transfers treated as separate

Rev. Rul. 2017-9, Sit. 2: North-South Ruling - Distribution pursuant to a plan

Rev. Rul. 2019-9: Collection of income; § 355

Rev. Rul. 56-613: Direct stock ownership required for § 368(c) control

Rev. Rul. 57-114: Failed spin; distribution on newly issued stock

Rev. Rul. 57-144: Disqualified spin-off; control not met

Rev. Rul. 57-311: Cross-chain transfer treated as a split-off

Rev. Rul. 57-465: Foreign downstream merger constitutes a D reorganization

Rev. Rul. 57-518: Sub-all and retained assets for debt repayment

Rev. Rul. 58-93: Recast into A with (a)(2)(C) drop

Rev. Rul. 59-296: Insolvent sub's upstream merger; bad debt deduction

Rev. Rul. 62-138: § 351(c) applied in context of § 355 spin-offs

Rev. Rul. 63-260: Failed spin due to transitory control

Rev. Rul. 64-73: Cause to be directed

Rev. Rul. 66-224: COI satisfied where 50% of the shareholders receive cash

Rev. Rul. 67-274: Stock acquisition followed by § 332 liquidation is a § 368(a)(1)(C) reorganization

Rev. Rul. 67-448: Transitory sub disregarded; treated as B reorg

Rev. Rul. 68-349: Failed 351 exchange inconnection with F reorg

Rev. Rul. 68-603: Acquiescence to Morris Trust; see § 355(e)

Rev. Rul. 69-294: Attempted "B" reorg not "solely for voting stock" after § 332

Rev. Rul. 69-407: Recapitalization into control for spin-off

Rev. Rul. 70-106: § 331 applies to liquidation after 25% redemption

Rev. Rul. 70-140: Transitory stock ownership fails § 368(c) control

Rev. Rul. 70-18: Inter-group reorganization satisfies § 355 control

Rev. Rul. 70-223: IRS respects TP's choice of downstream A over § 332

Rev. Rul. 70-224: Cause to be directed; § 368(a)(2)(C)

Rev. Rul. 70-240: All-cash D reorg

Rev. Rul. 70-434: Spin of unwanted business followed by B reorg with acquiror; pre-§355(e)

Rev. Rul. 71-364, Sit. 1: C reorganization; retained cash distribution

Rev. Rul. 71-364, Sit. 2: C reorganization; retained cash transfer

Rev. Rul. 72-405: Forward triangular merger and liquidation of sub

Rev. Rul. 72-576: Forward triangular merger followed by asset drop

Rev. Rul. 73-427: Multistep acquisition treated as exchange

Rev. Rul. 73-54: Valid C reorg despite payment of reorg expenses

Rev. Rul. 74-269: Recap depends on whether exchange is for FMV

Rev. Rul. 74-605: No § 304 in sale from parent to sub, per § 318

Rev. Rul. 74-79: ATB requirement met before spin; pre-§355(b)(3)

Rev. Rul. 75-447, Sit.1: § 302(b)(2) redemption after adding new SH

Rev. Rul. 75-447, Sit.2: § 302(b)(2) calculation is before any steps started and after all steps completed

Rev. Rul. 75-493: § 301 applies to distribution of unwanted cash

Rev. Rul. 75-502: Meaningful reduction of interest

Rev. Rul. 75-512: Meaningful reduction

Rev. Rul. 76-123: C reorg in context of § 351

Rev. Rul. 76-385: Tiny to miniscule redemption; §318(a)(3)(C)

Rev. Rul. 77-191: Indirect spin treated as D/355

Rev. Rul. 77-218: § 301 treatment where 60 percent is reduced to 55 percent

Rev. Rul. 77-428, Sit.1: Subsidiary merger within an affiliated group

Rev. Rul. 77-428, Sit.2: Upstream reverse triangular merger

Rev. Rul. 77-449: Double-drop transfers governed by § 351

Rev. Rul. 78-250: Transitory corp disregarded; recast as redemption

Rev. Rul. 78-251: No device where SHs elect cash in lieu of stock

Rev. Rul. 78-330: Cancellation of debt respected; § 357(c) does not apply in merger

Rev. Rul. 78-397: Circular flow of cash is disregarded for tax purposes

Rev. Rul. 78-442: Qualifying ATB though gain recognized under § 357(c)

Rev. Rul. 78-47: Transfer of assets to sub is downstream C reorg

Rev. Rul. 79-10: IRS recasts a non pro-rata liquidating distribution

Rev. Rul. 79-194, Sit. 1: Owner shifts among § 351 transferors

Rev. Rul. 79-194, Sit. 2: Stock sold to 1% transferor; fails § 368(c)

Rev. Rul. 79-258: § 357(b) does not apply to substitution of debt

Rev. Rul. 79-394: Reimbursement for employees of related corp

Rev. Rul. 79-70: § 368(c) control is broken by a planned sale of stock

Rev. Rul. 80-228: Anti-Wham

Rev. Rul. 80-323: § 357(c) applies to § 351 transfer of a partnership interest

Rev. Rul. 81-289: Redemption in tender offer not a § 302 exchange

Rev. Rul. 82-150: Deep-in-the-money options

Rev. Rul. 83-142: Interim steps to comply local law are disregarded

Rev. Rul. 83-156: § 351 transfer followed by § 721 contribution

Rev. Rul. 83-34: Successive section 351 transfers

Rev. Rul. 83-73: Relation-back doctrine and contingent liabilities

Rev. Rul. 84-111, Sit. 1: § 351 exchange preceding partnership termination

Rev. Rul. 84-111, Sit. 2: § 351 exchange follows partnership termination

Rev. Rul. 84-111, Sit. 3: § 351 exchange terminates partnership

Rev. Rul. 84-44: No § 368(c) control in multi-step transaction

Rev. Rul. 84-71: COI not required in a § 351 despite reorg overlap

Rev. Rul. 85-164: Basis and holding period in § 351 transfer

Rev. Rul. 85-197: Holdco merger with sub satisfies COBE

Rev. Rul. 88-48: Sale of half of assets before C reorg

Rev. Rul. 90-95, Sit.1: Reverse sub cash merger treated as QSP

Rev. Rul. 90-95, Sit.2: Reverse sub cash merger is QSP and liquidation

Rev. Rul. 92-17: ATB requirement met through a partnership

Rev. Rul. 95-74: Contingent environmental liabilities and § 351

Rev. Rul. 98-10: Stock-for-stock acquisition plus securities exchange

Rev. Rul. 98-27: Control satisfied despite post-distribution reorg

Rev. Rul. 99-5: Conversion to Partnership

Rev. Rul. 99-6: Termination of partnership

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Basic Granite Trust Transaction

Basic forward triangular merger

Basic reverse triangular merger

Gregory v. Helvering, 69 F.2d 809 (1935)

Rev. Rul. 2001-24: Forward triangular merger not disqualified by drop

Rev. Rul. 2001-25: Sale of assets did not disqualify reverse triangular merger

Rev. Rul. 2001-26, Sit 1: Tender offer as part of reverse triangular merger

Rev. Rul. 2001-26, Sit. 2: Tender offer as part of reverse triangular merger

Rev. Rul. 2001-29: Rental activity producing rent under § 856(d) can be an ATB

Rev. Rul. 2001-46, Sit. 1: Acquisition merger & upstream merger collapsed

Rev. Rul. 2001-46, Sit. 2: Acquisition merger & upstream merger collapsed

Rev. Rul. 2002-49, Situation 1: 5-year ATB requirement met; expansion

Rev. Rul. 2002-49, Situation 2: 5-year ATB requirement failed

Rev. Rul. 2002-85: Asset drop does not disqualify Type D reorg

Rev. Rul. 2003-125: Eligibility for worthless securities deduction

Rev. Rul. 2003-18: Franchise addition treated as expansion of ATB

Rev. Rul. 2003-38: Good § 355 spin-off of Internet sales business - Expansion

Rev. Rul. 2003-51: Successive § 351 exchanges and control requirement

Rev. Rul. 2003-55: Good § 355 spin even though IPO not completed

Rev. Rul. 2003-79: Sub-all transferred in C reorg of spun Controlled

Rev. Rul. 2004-83, Sit.1: § 304 and § 368(a)(1)(D); consolidated group

Rev. Rul. 2004-83, Sit.2: § 304 and § 368(a)(1)(D); non-consolidated

Rev. Rul. 2004-85, Sit 3: Transfer of all interest does not cancel CTB

Rev. Rul. 2004-85, Sit. 1: A QSub election is not terminated by an F reorg

Rev. Rul. 2004-85, Sit. 2: QSub election terminates after non-F reorg

Rev. Rul. 2007-42: ATB through a partnership

Rev. Rul. 2007-8, Sit. 1: Overlapping § 368(a)(1)(D)/354 with § 351

Rev. Rul. 2007-8, Sit. 2: Overlapping § 368(a)(1)(C) with § 351

Rev. Rul. 2008-18, Sit. 1: F reorganization for S Corp; EIN advice

Rev. Rul. 2008-25: § 338 policy and §368(a)(2)(E) with § 332

Rev. Rul. 2015-10: Triple drop and check (351 exchanges with D reorg)

Rev. Rul. 2015-9: Section 351 transfer with D reorg and step transaction

Rev. Rul. 2017-9, Sit. 1: North-South Ruling - Transfers treated as separate

Rev. Rul. 2017-9, Sit. 2: North-South Ruling - Distribution pursuant to a plan

Rev. Rul. 2019-9: Collection of income; § 355

Rev. Rul. 56-613: Direct stock ownership required for § 368(c) control

Rev. Rul. 57-114: Failed spin; distribution on newly issued stock

Rev. Rul. 57-144: Disqualified spin-off; control not met

Rev. Rul. 57-311: Cross-chain transfer treated as a split-off

Rev. Rul. 57-465: Foreign downstream merger constitutes a D reorganization

Rev. Rul. 57-518: Sub-all and retained assets for debt repayment

Rev. Rul. 58-93: Recast into A with (a)(2)(C) drop

Rev. Rul. 59-296: Insolvent sub's upstream merger; bad debt deduction

Rev. Rul. 62-138: § 351(c) applied in context of § 355 spin-offs

Rev. Rul. 63-260: Failed spin due to transitory control

Rev. Rul. 64-73: Cause to be directed

Rev. Rul. 66-224: COI satisfied where 50% of the shareholders receive cash

Rev. Rul. 67-274: Stock acquisition followed by § 332 liquidation is a § 368(a)(1)(C) reorganization

Rev. Rul. 67-448: Transitory sub disregarded; treated as B reorg

Rev. Rul. 68-349: Failed 351 exchange inconnection with F reorg

Rev. Rul. 68-603: Acquiescence to Morris Trust; see § 355(e)

Rev. Rul. 69-294: Attempted "B" reorg not "solely for voting stock" after § 332

Rev. Rul. 69-407: Recapitalization into control for spin-off

Rev. Rul. 70-106: § 331 applies to liquidation after 25% redemption

Rev. Rul. 70-140: Transitory stock ownership fails § 368(c) control

Rev. Rul. 70-18: Inter-group reorganization satisfies § 355 control

Rev. Rul. 70-223: IRS respects TP's choice of downstream A over § 332

Rev. Rul. 70-224: Cause to be directed; § 368(a)(2)(C)

Rev. Rul. 70-240: All-cash D reorg

Rev. Rul. 70-434: Spin of unwanted business followed by B reorg with acquiror; pre-§355(e)

Rev. Rul. 71-364, Sit. 1: C reorganization; retained cash distribution

Rev. Rul. 71-364, Sit. 2: C reorganization; retained cash transfer

Rev. Rul. 72-405: Forward triangular merger and liquidation of sub

Rev. Rul. 72-576: Forward triangular merger followed by asset drop

Rev. Rul. 73-427: Multistep acquisition treated as exchange

Rev. Rul. 73-54: Valid C reorg despite payment of reorg expenses

Rev. Rul. 74-269: Recap depends on whether exchange is for FMV

Rev. Rul. 74-605: No § 304 in sale from parent to sub, per § 318

Rev. Rul. 74-79: ATB requirement met before spin; pre-§355(b)(3)

Rev. Rul. 75-447, Sit.1: § 302(b)(2) redemption after adding new SH

Rev. Rul. 75-447, Sit.2: § 302(b)(2) calculation is before any steps started and after all steps completed

Rev. Rul. 75-493: § 301 applies to distribution of unwanted cash

Rev. Rul. 75-502: Meaningful reduction of interest

Rev. Rul. 75-512: Meaningful reduction

Rev. Rul. 76-123: C reorg in context of § 351

Rev. Rul. 76-385: Tiny to miniscule redemption; §318(a)(3)(C)

Rev. Rul. 77-191: Indirect spin treated as D/355

Rev. Rul. 77-218: § 301 treatment where 60 percent is reduced to 55 percent

Rev. Rul. 77-428, Sit.1: Subsidiary merger within an affiliated group

Rev. Rul. 77-428, Sit.2: Upstream reverse triangular merger

Rev. Rul. 77-449: Double-drop transfers governed by § 351

Rev. Rul. 78-250: Transitory corp disregarded; recast as redemption

Rev. Rul. 78-251: No device where SHs elect cash in lieu of stock

Rev. Rul. 78-330: Cancellation of debt respected; § 357(c) does not apply in merger

Rev. Rul. 78-397: Circular flow of cash is disregarded for tax purposes

Rev. Rul. 78-442: Qualifying ATB though gain recognized under § 357(c)

Rev. Rul. 78-47: Transfer of assets to sub is downstream C reorg

Rev. Rul. 79-10: IRS recasts a non pro-rata liquidating distribution

Rev. Rul. 79-194, Sit. 1: Owner shifts among § 351 transferors

Rev. Rul. 79-194, Sit. 2: Stock sold to 1% transferor; fails § 368(c)

Rev. Rul. 79-258: § 357(b) does not apply to substitution of debt

Rev. Rul. 79-394: Reimbursement for employees of related corp

Rev. Rul. 79-70: § 368(c) control is broken by a planned sale of stock

Rev. Rul. 80-228: Anti-Wham

Rev. Rul. 80-323: § 357(c) applies to § 351 transfer of a partnership interest

Rev. Rul. 81-289: Redemption in tender offer not a § 302 exchange

Rev. Rul. 82-150: Deep-in-the-money options

Rev. Rul. 83-142: Interim steps to comply local law are disregarded

Rev. Rul. 83-156: § 351 transfer followed by § 721 contribution

Rev. Rul. 83-34: Successive section 351 transfers

Rev. Rul. 83-73: Relation-back doctrine and contingent liabilities

Rev. Rul. 84-111, Sit. 1: § 351 exchange preceding partnership termination

Rev. Rul. 84-111, Sit. 2: § 351 exchange follows partnership termination

Rev. Rul. 84-111, Sit. 3: § 351 exchange terminates partnership

Rev. Rul. 84-44: No § 368(c) control in multi-step transaction

Rev. Rul. 84-71: COI not required in a § 351 despite reorg overlap

Rev. Rul. 85-164: Basis and holding period in § 351 transfer

Rev. Rul. 85-197: Holdco merger with sub satisfies COBE

Rev. Rul. 88-48: Sale of half of assets before C reorg

Rev. Rul. 90-95, Sit.1: Reverse sub cash merger treated as QSP

Rev. Rul. 90-95, Sit.2: Reverse sub cash merger is QSP and liquidation

Rev. Rul. 92-17: ATB requirement met through a partnership

Rev. Rul. 95-74: Contingent environmental liabilities and § 351

Rev. Rul. 98-10: Stock-for-stock acquisition plus securities exchange

Rev. Rul. 98-27: Control satisfied despite post-distribution reorg

Rev. Rul. 99-5: Conversion to Partnership

Rev. Rul. 99-6: Termination of partnership

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