132) The House and Senate Reports note that "[p]resent law has the effect of imposing more restrictive requirements on certain types of acquisitions or other transfers following a distribution if the company involved is the controlled corporation rather than the distributing
Because Congress was clearly allowing a less-than-50% postdistribution change in ownership of either Distributing
or Controlled (in a disposition that does not constitute a prohibited device) without adversely affecting the tax-free qualification of the distribution, the TRA '97 made a conforming change to the definition of control in a divisive reorganization.
Providing a key employee with a stock interest in Distributing
or Controlled may be a valid business purpose provided the taxpayer can demonstrate (1) a real and substantial corporate business purpose for the stock transfer, (2) why the individual is a key employee, and (3) why it is necessary to give the individual the type and amount of the proposed stock interest.
corporation recognizes gain on assets distributed.
However, in what came to be known as a "Morris Trust transaction," the Service did not require gain recognition if either Distributing
or Controlled were subsequently acquired in a tax-free transaction.
Alternatively, the AAA bypass election allows a shareholder to receive his PTI account; by distributing
PTI, the corporation preserves its AAA.
property that has not appreciated solves the problem of corporate level gain on distribution, but it creates another problem - deferral of the $5,000 loss that the corporation would recognize if it sold the equipment outright.
AE&P instead of AAA leaves the AAA undiminished, so that it can be distributed free of tax in subsequent years.
1970), the distributing
corporation (D) contributed property, including real estate subject to a mortgage of $2 million taken out immediately before the transfer, to the controlled corporation (C) and distributed the C stock to the D shareholders.