Section 351 in Acquisitive Reorganizations: Cutting the Giant Down to Size


Several years ago, section 351 was deemed the sleeping giant of Subchapter C when the IRS seemingly legitimized use of that section in acquisitive reorganizations to achieve tax-free treatment from some parties in an otherwise taxable transaction. However, in 1980, in a direct about-face, the IRS came to view the section 351 ex- change and the acquisitive segment as integral steps of a taxable reorganization. As a result, all parties to the transaction were forced to recognize gain. Instead of the tortured construction of section 351 advanced by the IRS, the author contends that interdependence should not be imposed where those steps taken serve one or more parties' specific needs which would not be satisfied by recharacterizing the transaction, Alternatively, the author suggests that section 269 is ideally suited to remedy abuses of section 351, while properly acknowledging the separate and independent significance of each segment of the transaction.


IRC 351

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Place of Original Publication

Case Western Reserve Law Review

Publication Information

32 Case Western Reserve Law Review 857 (1982)

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