Acquisitions and Mergers in a Troubled Environment, Volume 1Practising Law Institute, 1991 - Consolidation and merger of corporations |
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Page 621
... group qualifies as a SRLY subgroup , the 1991 proposed regulations do not alter the rule that any post - acquisition NOL generated by T itself may be carried back against the pre- acquisition consolidated income of the entire old T group ...
... group qualifies as a SRLY subgroup , the 1991 proposed regulations do not alter the rule that any post - acquisition NOL generated by T itself may be carried back against the pre- acquisition consolidated income of the entire old T group ...
Page 668
... Group with respect to the NOL if ( 1 ) the T group members that incurred the NOL incurred it after they joined T's consolidated group ( or , if T is owned by Bigco , after they joined Bigco's consolidated group ) and ( 2 ) if a member ...
... Group with respect to the NOL if ( 1 ) the T group members that incurred the NOL incurred it after they joined T's consolidated group ( or , if T is owned by Bigco , after they joined Bigco's consolidated group ) and ( 2 ) if a member ...
Page 682
... consolidated group has a NUBIL , it appears that T and all of its subsidiaries will be a Stable Loss Group with respect to the NUBIL if the members that accrued it after they joined T's group , even if they joined T's group less than 5 ...
... consolidated group has a NUBIL , it appears that T and all of its subsidiaries will be a Stable Loss Group with respect to the NUBIL if the members that accrued it after they joined T's group , even if they joined T's group less than 5 ...
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Common terms and phrases
$382 limitation acquires T's stock allocated amortized amount apply Bigco group boot built-in gain business purpose capital gain carryback cash Commissioner common stock consolidated group consolidated return corporation debentures debt instruments deduction deemed deferred discussed distribution dividend election escrow Example excess exchange golden parachute Greenmail GU Repeal holder installment method IRS LTR issued Leveraged Buyouts liability liquidation merges Mgmt million Newco stock NUBIL old T shareholder option ordinary income outstanding ownership change P-SCO P's acquisition partnership period preferred OID preferred stock prior private letter rulings Prop proposed regulations purchase of T's purchase price purchases T's stock pursuant qualify recognize gain redemption requirement Reverse Subsidiary Merger rules SCO's securities sells shareholders receive shares SRLY step transaction doctrine stock purchase substantial T-SCO T's business T's NOL T's shareholders tax avoidance tax-free reorganization taxpayer Temp tion transfer treated voting stock XII(H