Chapter 19 - Liquidating Distributions

Gain or loss that results from an exchange of property rights in a transaction.

An election by a corporate buyer of 80% or more of a corporation's stock to treat the acquisition as an asset acquisition and not a stock acquisition.

A joint election by the corporate buyer and corporate seller of the stock of a subsidiary of the seller to treat the acquisition as a sale of the subsidiary's assets by the seller to the buyer.

A tax-deferred transaction (acquisition, disposition, recapitalization, or change of name or place of incorporation) that meets one of the seven statutory definitions found in §368(a)(1).

Technical rules found in the tax law that provide the taxpayer with objective tests to determine the tax consequences of a transaction.

A judicial (now regulatory) requirement that the transferors of stock in a reorganization collectively retain a continuing ownership (equity) interest in the target corporation's assets or historic business to be tax-deferred.

A judicial (now regulatory) requirement that the acquiring corporation continue the target corporation's historic business or continue to use a "significant" portion of the target corporation's historic business assets to be tax deferred.

An exchange of solely voting stock by the acquiring corporation in exchange for stock of the target corporation, after which the acquiring corporation controls (owns 80% or more of) the target corporation. Often referred to as a "Type B reorganization".