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

In Rev. Rul. 75-447, Situation 2, the IRS ruled that where a redemption distribution is part of an overall shareholder acquisition scheme, the tests under IRC § 302(b)(2) are performed by comparing the redeemed shareholder's stock ownership prior to when any steps in the overall plan are taken to such shareholder's stock ownership after all steps in the overall plan are completed.

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

A recapitalization and spin-off satisfies the ATB requirement of § 355 where the recapitalization results in a permanent realignment of voting control.

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

In Rev. Rul. 2003-55, the IRS holds that the business purpose of raising capital through an IPO at the time of the spin-off was not negated when the IPO was later hindered by unanticipated market conditions. Business purpose must be considered in light of the circumstances existing at the time of distribution.

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

In Rev. Rul. 69-294, the IRS held that the solely for voting stock requirement was not met in a purported "B" reorganization where the acquiring corporation acquired 80% of the stock via a section 332 liquidation of an intermediate corporation.

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

In Rev. Rul. 74-79 (prior to § 355(b)(3)), the IRS holds that a liquidation of an operating subsidiary within 5 years of the business's operation that was undertaken to meet the active business requirement of the parent before the spin-off of another subsidiary did not fail the active business requirement because no gain or loss was recognized upon the liquidation.

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

In Rev. Rul. 57-311, the IRS holds that a cross-chain transfer of partial assets for all the stock of the transferee corporation constitutes a § 368(a)(1)(D) split-off and no gain or loss is recognized.

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

In Gregory v. Helvering, 69 F.2d 809 (1935), the Supreme Court held against a taxpayer in a purported reorganization (spin-off under former Code) due to lack of business purpose, noting that the transaction was "in fact an elaborate and devious form of conveyance masquerading as a corporate reorganization, and nothing else."

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

In Rev. Rul. 62-138, the IRS holds that a successive distribution of the stock of a controlled subsidiary in successive spins did not violate the continuity of interest requirement.

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

In Rev. Rul. 77-191, the IRS applies § 368(a)(1)(D) and § 355 tax treatment to an indirect spin where a corporation distributed an ATB to its shareholders, who immediately contributed it to a new corporation.

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

In Rev. Rul. 79-10, the IRS treated a non pro-rata liquidating distribution to shareholders as a pro-rata distribution to shareholders, followed by a transfer among shareholders of amounts in excess of pro rata shares.

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

In Rev. Rul. 75-447, Situation 1, the IRS ruled that where a redemption distribution is part of an overall shareholder acquisition scheme, the tests under IRC § 302(b)(2) are performed by comparing the redeemed shareholder's stock ownership prior to when any steps in the overall plan are taken to such shareholder's stock ownership after all steps in the overall plan are completed.

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

In Rev. Rul. 78-442, the IRS holds that the acquisition by Y of an active business from X in exchange for Y stock does not violate the provisions of section 355(b)(2)(C), even though gain is recognized to X on the transaction by reason of section 357(c).

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

In Rev. Rul. 2003-18, the IRS held that an auto dealer's addition of a second automotive brand to its business did not constitute the acquisition of a new or different line of business.

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

In Rev. Rul. 83-142, the IRS holds that the circular cash flow undertaken in order to comply with applicable law is disregarded in the context of an otherwise qualifying § 355 spin-off distribution and has no affect on basis.

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

Rev. Rul. 2001-26, Sit. 2: T shareholders exchange control of T for P voting stock in tender offer and merger; transaction qualifies as a reorganization under sections 368(a)(1)(A) and 368(a)(2)(E).

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

Rev. Rul. 2001-26, Sit. 1: T shareholders exchange control of T for P voting stock in tender offer and merger; transaction qualifies as a reorganization under sections 368(a)(1)(A) and 368(a)(2)(E).

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

In Rev. Rul. 2002-49, Situation 2, the IRS held that the 5-year active trade or business requirement was not met due to a violation of § 355(b)(2)(C).

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

In Rev. Rul. 70-223, the IRS rules that a taxpayer may accomplish its desired objective of combining two businesses by either a liquidation or downstream merger. The IRS respected the taxpayer's choice to undertake a downstream statutory merger pursuant to § 368(a)(1)(A).

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

In Rev. Rul. 2002-49, Situation 1, the IRS held that the 5-year active trade or business requirement was met through a 20% interest in a partnership as well as management activities. A subsequent acquisition of additional partnership interests in a transaction in which gain or loss was recognized was treated as an expansion.

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

In Rev. Rul. 92-17, the IRS holds that if officers of a corporation that is a general partner in a limited partnership perform substantial management functions for the partnership, then the corporation is engaged in the active conduct of a trade or business.

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

In Rev. Rul. 67-448, the IRS disregarded a transitory subsidiary where the effect of a transaction was a stock acquisition, treated as "B" reorg. This revenue ruling pre-dates § 368(a)(2)(E) reverse triangular mergers.

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

In Rev. Rul. 58-93, the IRS recast a § 351 contribution followed by a statutory merger as a reorganization under § 368(a)(1)(A) with an (a)(2)(C) drop.

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

In Situation 1, consistent with Rev. Rul. 64-250, Y's original S election does not terminate but continues for Newco. Newco must obtain a new EIN. Y must retain its EIN (EIN 22-2222222) even though a QSub election is made for it and must use its original EIN any time the QSub is otherwise treated as a separate entity for federal tax purposes (including for employment and certain excise taxes) or if the QSub election terminates. In Year 2, when Newco sells a 1% interest of Y to D, Y's QSub election terminates pursuant to § 1361(b)(3)(C). Y must use its original EIN of 22-2222222 following the termination of Y's QSub election.

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

In Rev. Rul. 2003-79, the IRS distinguished the Elkhorn Coal limitation and allowed a § 355 spin-off of a wanted division through transfer to a new corporation followed by the acquisition of the new corporation by an unrelated purchaser to qualify as a valid Type C reorganization.

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

In Rev. Rul. 78-47, the IRS found the transfer of Holdco's assets to its subsidiary to be a downstream "C" reorg.

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

Rev. Rul. 73-54: The payment of reorg expenses does not invalidate the solely for voting stock requirement of a "C" reorg.

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

In Rev. Rul. 76-123, the IRS recast a transaction involving a contribution of shares to a newly organized corporation, followed by a distribution of assets and liquidation of an existing contributed corporation as a Type "C" reorganization and held that it did not violate the control requirements of § 368(c) because the merging corporation would be treated as contributing assets as part of a § 351 contribution.

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

In Rev. Rul. 98-27, the IRS holds that the step transaction doctrine does not apply to any post-distribution restructuring to disqualify the distribution of "control" for § 355 purposes.

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

In Rev. Rul. 2003-125, the IRS clarified that a worthless securities deduction under § 165(g)(3) is only allowed when the assets, incl. intangibles, do not exceed the liabilities of a corp at the time when the parent elects for it to be treated as a disregarded entity. See hundreds of diagrams of tax structures and org charts here.

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

In Rev. Rul. 70-240, the combined steps of a sale of operating assets from a controlled corporation to its sister corporation and the following liquidation qualify as an all-cash “D” reorganization.

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

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

In Rev. Rul. 68-349, IRS rules that a purported § 351 exchange with two transferors is treated as a § 368(a)(1)(F) reorganization with a separate taxable transfer.

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

In Rev. Rul. 73-427, the IRS treated a multistep acquisition as an exchange of Y stock for P voting stock.

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

In Rev. Rul. 70-140, the IRS holds that a transfer by an individual of the assets of a sole proprietorship to his controlled corporation followed by the acquisition of that corporation's stock by an unrelated corporation, pursuant to an integrated plan, does not satisfy the § 368(c) control requirement for purposes of § 351.

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

In Rev. Rul. 71-364, Sit. 2, the IRS holds that the transfer to the acquiror of excess cash retained after a qualified Type C reorganization does not disqualify the reorganization.

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

In Rev. Rul. 2001-25, a merger qualified as a tax-free reorganization under sections 368(a)(1)(A) and 368(a)(2)(E), notwithstanding the fact that the surviving corporation sold a portion of its assets to an unrelated party immediately after the merger and as part of a plan that included the merger.

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

In Rev. Rul. 78-250, the IRS disregards a transitory corporation in a multistep transaction (structured as a cash-out merger), treating the receipt of cash by the public minority shareholders as a redemption; the continuing majority shareholder is treated as if he never transferred his stock to the transitory corporation.

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

In Rev. Rul. 57-518, the IRS holds that the retention of assets for paying off a transferee corporation’s liabilities after an otherwise qualifying Type C reorganization does not disqualify the transaction from meeting the “substantially all” requirement of § 368(a)(1)(C).

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

In Rev. Rul 56-613, the § 368(c) control requirement was failed by a parent that acquired direct control of one only class of target's stock in an attempted Type B reorganization.

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

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

In Rev. Rul. 70-106, the IRS concluded that § 331, not § 332, applies to 25% redemption of minority shareholders and subsequent liquidation.

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

In Rev. Rul. 59-296, IRS holds that insolvent subsidiary's upstream merger is not § 332 distribution or § 368(a)(1)(A) reorganization; parent is permitted a § 166 bad debt deduction with respect to bona fide debt.

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

IRS describes a § 351 exchange of an partnership's assets and liabilities for stock before the termination of the partnership under section 708(b)(1)(A).

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

IRS describes a § 351 exchange of a partnership's interests for stock simultaneous with the the termination of the partnership under section 708(b)(1)(A).

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

In Rev. Rul. 78-251, the IRS finds no device where shareholders dissenting to the Type B reorganization received cash from the distributing corporation taxed under § 302.

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

IRS describes a § 351 exchange of a partnership's assets and liabilities for stock following the termination of the partnership under section 708(b)(1)(A).

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

See Rev. Rul. 88-48: the "substantially all" requirement was satisfied despite the sale of 50% of assets prior to a C reorg.

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

In Rev. Rul. 76-385, the IRS concluded that § 302(b)(1) applied to a stock redemption because the interest in the redeeming corporation was not terminated due to the application of the constructive ownership rule in § 318(a)(3)(C) and the ownership reduction was negligible.

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

In Rev. Rul. 2004-83, Sit. 2, when the common parent (in a non-consolidated group) sells the stock of a subsidiary to another subsidiary and the purchased subsidiary liquidates into the acquiring subsidiary, the transaction is treated as a reorganization under § 368(a)(1)(D).

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

Rev. Rul. 2004-85, Situation 3 illustrates that a entity classification election of an eligible entity, as described in § 301.7701-3(b), does not terminate solely because the owner transfers all of the membership interest in the eligible entity to another person.

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

In Rev. Rul. 98-10, IRS holds that stock-for-stock acquisition accompanied by securities exchange qualifies as § 368(a)(1)(B) reorganization.

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

In Rev. Rul. 2004-85, Situation 1, the IRS holds that an F reorganization (section 368(a)(1)(F)) will not affect a QSub election as the acquring corporation is treated as a continuation of the predecessor.

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

In Rev. Ruk. 2003-38, the IRS holds that a shoe retailer's “D.com” website for Internet sales of shoes constituted an expansion of business under § 355, not an acquisition of a new trade or business.

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

Rev. Rul. 2004-85, Situation 2 illustrates that an election to treat a subsidiary as a QSub terminates if the S corporation owner transfers 100 percent of the QSub stock to another S corporation in a transaction that does not qualify as a reorganization under §368(a)(1)(F).

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

In Rev. Rul. 2008-25, the IRS declines to step together an otherwise-qualifying reverse triangular merger followed by a liquidation into an asset acquisition because it violates § 338 policy.

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

In Rev. Rul. 2002-85, the IRS concludes that § 368(a)(2)(C) drop-down of acquired assets is permissible for § 368(a)(1)(D) purposes and thus does not disqualify an otherwise qualified acquisitive D reorganization.

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

In Rev. Rul. 90-95, Sit. 1, the step transaction was applied to disregard the existence of a merging corporation for federal income tax purposes. The transaction is treated as a qualified stock purchase.

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

Rev. Rul. 2001-46, Sit. 1: Under the facts presented, if, pursuant to an integrated plan, a newly formed wholly owned subsidiary of an acquiring corporation merges into a target corporation, followed by the merger of the target corporation into the acquiring corporation, the transaction is treated as a single statutory merger of the target corporation into the acquiring corporation that qualifies as a reorganization under section 368(a)(1)(A). The policy underlying section 338 is not violated by application of the step transaction doctrine to these facts.

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

In Rev. Rul. 2007-42, the IRS held that in order to be treated as engaged in the active conduct of an LLC's business, the corporation must hold a significant partnership interest in the LLC (33 1/3%). See hundreds of diagrams of tax structures and org charts here.

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

In Rev. Rul 74-269, the IRS held that whether an exchange of common stock for preferred stock qualified as a recapitalization under section 368(a)(1)(E) will depend on whether the common stock is exchanged for preferred stock with the same FMV.

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

In Rev. Rul. 57-114, the IRS ruled that stock of a controlled corporation distributed in exchange for newly issued shares in distributing was subject to section 1001; remaining controlled shares distributed in the intended split-off did not meet section 368(c) control requirement.

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

In Rev. Rul. 78-397, the IRS held that a circular flow of cash contributed to meet state law requirements was disregarded for federal tax purposes.

Up-C Structure

This diagram depicts a classic up-C structure, involving a partnership and a public corporation.

Rev. Rul. 80-228: Anti-Wham

In Rev. Rul. 80-228, the IRS held that a receivable repayment constituted § 351(b) boot. The IRS announced in the revenue ruling that it would not follow the decision of the Fourth Circuit in Wham Construction Company, Inc. v. United States, Civil No. 72-689 (D.S.C., Feb. 16, 1976).

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

In Rev. Rul. 68-603, the IRS acquiescenced with the decision in Commissioner v. Mary Archer W. Morris Trust; see § 355(e) for current law regarding changes in ownership following a spin-off transaction.

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

In Rev. Rul. 74-605, the IRS provided that the sale from a subsidiary to its parent of lower-tier stock was not subject to § 304 because the regulations under § 318 prevented the subsidiary from being treated as owning its own (or its parent's) stock.

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

In Rev. Rul. 83-73, the IRS referenced Arrowsmith v. Commissioner in holding that, under the principal of relation-back to the time of the initial exchange, certain indemnity payments would be treated as if they had been contributions to the capital of the transferor corporation, made by its shareholders immediately before the merger. The IRS held that the payments were deductible under section 381(c)(4), but not under section 381(c)(16).

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

In Rev. Rul. 85-164, the IRS held that "A may not determine the bases and holding periods of the Y stock and securities received by designating specific property to be exchanged for particular stock or securities. Under sections 1.358-1 and 1.358-2(b)(2) of the regulations, the aggregate basis of the property transferred is allocated among the stock and the securities received in proportion to the fair market values of each class. The holding period of the Y stock and securities received by A is determined by referring to the assets deemed exchanged for each portion of the stock and securities."

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

In Rev. Rul. 83-156, the IRS held that in a transfer of assets to a subsidiary followed by a contribution of those same assets to a newly formed partnership the requirements of § 351 and § 721 were satisfied.

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

In Rev. Rul. 81-289, the IRS held that a redemption that did not result in any reduction of a shareholder's right to vote, to participate in current earnings and accumulated surplus, or to share in the corporation's net assets on liquidation did not satisfy the meaningful reduction standard and therefore did not qualify as an exchange within the meaning of section 302(a) and (b)(1) of the Code.

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

In Rev. Rul. 83-34, the IRS held that each successive transfer of assets to a 80% owned subsidiary in exchange for shares satisfied the requirements of § 351

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

In Rev. Rul. 2001-29, the IRS provided that an active trade or business for purposes of a section 355 spin-off may be comprised of rental activity that produces income qualifying as rents from real property within the meaning of section 856(d) (by a real estate investment trust (REIT)).

Basic reverse triangular merger

This diagram depicts the steps of a reverse triangular merger, to be used as a teaching tool or a starting point for a user-generated diagram.

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

In Rev. Rul. 79-194, Sit. 2, the IRS held that a sale to a 1% transferor immediately following contributions to a newly formed corporation failed section 368(c) control for purposes of section 351.

Basic forward triangular merger

This diagram depicts the steps of a forward triangular merger, to be used as a teaching tool or a starting point for a user-generated diagram.

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

In Rev. Rul. 72-576, the IRS concluded that the Code places no restriction on the application of section 368(a)(2)(C) to a reorganization that otherwise qualifies as a reorganization under sections 368(a)(1)(A) and (a)(2)(D) so a drop of assets following a forward triangular merger did not disqualify the reorganization under section 368(a)(2)(D).

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

In Rev. Rul. 72-405, the IRS treated a transaction that was, in form, a section 368(a)(2)(D) forward triangular merger followed by a section 332 liquidation of the newly formed subsidary as, instead, a reorganization under section 368(a)(1)(C).

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

In Rev. Rul. 79-194, Sit. 1, the IRS held that a shift in ownership among transferors immediately following contributions to a newly formed corporation did not prevent the transction from qualifying under section 351.

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

Rev. Rul. 70-434: Section 355 spin off of unwanted business followed by stock acquisition by an acquirer treated as a "B" reorganization. Pre-§355(e).

Basic Granite Trust Transaction

Sample diagram depicts a basic version of a Granite Trust transaction, in which loss is expected to be recognized under section 331.

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

In Rev. Rul. 2019-9, the IRS suspended two revenue rulings and announced that it was studying whether collection of income was required for an ATB in a proposed spin transaction under section 355.

Rev. Rul. 75-512: Meaningful reduction

In Rev. Rul. 75-512, the IRS ruled that the redemption causing a 5.8 percent stock ownership reduction qualified as a sale under § 302(b)(1), because the taxpayer took no part in management.

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

In Rev. Rul. 79-394, the active conduct of a trade or business requirement of § 355(b) was met where the controlled subsidiary's pre-distribution business operations were performed by employees of a related corporation and the controlled corporation paid reimbursement.

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

In Rev. Rul. 71-364, Sit. 1, the IRS holds that the distribution of excess cash retained after a qualified Type C reorganization does not disqualify the reorganization.

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

In Rev. Rul. 75-493, the IRS concludes that § 301 applies to a cash distribution to the seller undertaken before the acquiring corporation is under any legal obligation to purchase the shares of the target corporation.

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

In Rev. Rul. 2004-83, Sit. 1, when the common parent in a consolidated group sells the stock of a subsidiary to another subsidiary and the purchased subsidiary liquidates into the acquiring subsidiary, the transaction is treated as a reorganization under § 368(a)(1)(D).

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

In Rev. Rul. 75-502, the IRS found the redemption of an estate’s stock to be meaningful for purposes of § 302 principally because the estate no longer had the controlling voting rights.

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

In Rev. Rul. 79-258, the IRS concludes that §357(b) does not apply to the assumption by S of new P indebtedness in substitution for existing P indebtedness in the context of a D/355.

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

In Rev. Rul. 90-95, Sit 2, the step transaction was applied to disregard the existence of a merging corporation for federal income tax purposes. The transaction is treated as a qualified stock purchase followed by a liquidation. Kimbell-Diamond doctrine does not apply.

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

In Rev. Rul. 78-330, the IRS concludes that the parent corporation's cancellation of the subsidiary's debt immediately prior to the statutory merger to another subsidiary has independent economic significance such that § 357(c) did not apply on these facts. (See §357(c)(1)(B) for current law.)

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

In Rev. Rul. 84-44, the IRS held that the control requirement of section 351 was not met by Y and any gain or loss realized by Y on the exchange was recognized as provided by section 1001.

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

In Rev. Rul. 77-218, the IRS holds that a § 304 redemption where the taxpayer directly retains 55 percent of the voting stock thereafter does not constitute a meaningful reduction. See hundreds of diagrams of tax structures and org charts here.

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

IRS explains treatment of contingent liabilities assumed in § 351 exchange.

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

In Rev. Rul. 79-70, the IRS concludes that § 368(c) control for § 351 purposes must be tested after a subsequent sale since the sale was integral to the incorporation and was subject to a binding obligation executed before the exchange.

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

In Rev. Rul. 66-224, the IRS concludes that 50 percent satisfies the COI requirement, even if not all historic shareholders receive stock in the acquiring corporation.

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

In Rev. Rul. 57-465, the IRS holds that a downstream merger pursuant to foreign law qualifies as Type D reorganization.

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

In Rev. Rul. 70-18, the IRS holds that a distribution qualified under § 355 despite the fact that the requisite control was acquired through the merger of sister/brother corporations.

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

Rev. Rul. 70-224: It is held that the transaction in the instant case is an acquisition by X, solely in exchange for its voting stock and the assumption of Z's liabilities, of substantially all of the properties of Z, and is, therefore, a reorganization within the meaning of section 368(a)(1)(C) and section 368(a)(2)(C) of the Code. The fact that all the assets of Z were transferred directly to Y rather than through X to Y does not affect the reorganization.

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

Rev. Rul. 2001-46, Sit. 2: Under the facts presented, if, pursuant to an integrated plan, a newly formed wholly owned subsidiary of an acquiring corporation merges into a target corporation, followed by the merger of the target corporation into the acquiring corporation, the transaction is treated as a single statutory merger of the target corporation into the acquiring corporation that qualifies as a reorganization under section 368(a)(1)(A).

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

In Rev. Rul. 82-150, the IRS holds that a sale of a deep-in-the-money option was, in substance, not an option but a completed sale of the referenced stock for purposes of the foreign personal holding company rules.