¹See Sec. 368(a)(2)(C) and Rev. Rul. 69-617, 1969-2 CB 57; all of the types of reorganizations discussed in this article are explained in the text under “Reorganizations,” infra.

²REG-126485-01 (11/15/01). Treasury and the IRS are considering further revisions to the Sec.368(a)(1)(A) regulations to address statutory mergers involving foreign corporations.

³Under Rev. Rul. 76-429, 1976-2 CB 97, whether the assets are transferred to a new subsidiary before or after the liquidation is irrelevant.

⁴See Telephone Answering Service Co., 63 TC 423 (1974).

⁵Rev. Proc. 2002-3, IRB 2002-1, 117.

⁶Rev. Proc. 90-52, 1990-2 CB 626.

⁷The ownership test should be determined immediately after the spinoff; see, e.g., IRS Letter Ruling 200045025 (8/11/01).

⁸Compare, however, IRS Letter Ruling 200137042 (6/20/01), in which a subsidiary, prior to its liquidation (but apparently not as part of its liquidation plan), transferred approximately 50% by fair market value of its assets to another subsidiary of the parent.The parent retained the latter subsidiary and did not spin it off.

⁹See Rev. Rul. 84-2, 1984-1 CB 92; see also IRS Letter Ruling 9253027 (10/2/92), in which the IRS applied a less-than-5%-of-gross-and-net-assets test.

¹⁰General Utilities and Operating Co., 296 US 200 (1935).

¹¹See, e.g., Louis F. Viereck, Cls. Ct., 11/3/83. In that case, the dissolution of a corporation that conducted a floral business was a D reorganization (rather than a liquidation) when the sole shareholder transferred the business to a new corporation, but retained 80% of the dissolved corporation’s assets (including title to certain real property used in the business). The corporation obtained beneficial use of substantially all of the dissolved corporation’s operating assets; even though the new corporation did not have actual title to certain operating assets, the beneficial use met the D reorganization substantially all of the assets requirement.

¹²See, e.g., Rev. Rul. 70-240, 1970-1 CB 81.

¹³In this situation, the Service may have tried to recast the transaction as an F reorganization; see Rev. Rul. 61-156, 1961-2 CB 62.

¹⁴Rev. Proc. 2002-3, note 5 supra, adopts the same attribution rules.

¹⁵See Rev. Proc. 77-37, 1977-2 CB 568; see also, e.g., John A. Nelson Co., 296 US 374 (1935)(38% held sufficient to meet COI).

¹⁶Bausch & Lomb Optical Co., 267 F2d 75 (2d Cir. 1959), cert. den.

¹⁷See Rev. Ruls. 79-289, 1979-2 CB 145, and 87-27, 1987-1 CB 134.

¹⁸See Rev. Rul. 75-161, 1975-1 CB 114.

¹⁹See Rev. Rul. 58-93, 1958-1 CB 18.

²⁰REG-115086-98 (6/14/99).

²¹Rev. Rul. 76-429, note 3 supra.

²²Rev. Rul. 69-617, 1969-2 CB 57, note 1 supra; see also Rev. Rul. 58-93, note 19 supra (A reorganization occurred when a 79%-owned subsidiary transferred all of its assets to a new corporation for all of its stock, then merged into the parent).

²³A QSP is any transaction (or series of transactions) in which one corporation purchases 80% of the vote and value of stock of another corporation within a 12-month period.

²⁴Kimbell-Diamond Milling Co., 187 F2d 718 (5th Cir. 1951), cert. den.

²⁵Rev. Rul. 90-95, 1990-2 CB 67.