Subsidiary Liquidations Not Qualifying Under § 332 A.

The Portfolio also discusses the relationship between the liquidation rules and §338 (the election to treat a stock purchase as a purchase of assets).

Finally, the Portfolio reviews the issues arising from the liquidation of insolvent subsidiaries and the existence of intercorporate debt in subsidiary liquidations.

Section 382: Limitation on Loss Carryovers and Built-In Losses 4. Deduction of Organizational, Liquidation, and Dissolution Expenses 1.

Expenses of Subsidiary in Assisting or Resisting a Takeover Attempt a.

Prior Ownership of Target Stock by Acquirer - Elimination of the “Bausch & Lomb” Rule 4.

General Rule in Nontaxable Liquidation of a Subsidiary 1.

Qualification of an S Corporation as a Corporate Parent in a § 332 Liquidation 1.

Assignment of Income Doctrine and the Tax Benefit Rule 2.

Section 337 - Tax Consequences to Subsidiary (1) Subsidiary Not Taxable on Distributions to Parent with Respect to Stock (2) Subsidiary Not Taxable on Transfers in Satisfaction of Debt to Parent (3) Subsidiary Taxable on Certain Distributions to a Tax-Exempt Parent c. Basic Requirements of Nontaxable Subsidiary Liquidations A.

Section 332 - Tax Consequences to Parent (1) Parent's Receipt of Property with Respect to Stock Is Nontaxable (2) Parent's Receipt of Property in Satisfaction of Debt Is Taxable b. Section 334 - Shareholders’ Basis in Property Received in Liquidation II.

Tax Management Portfolio, Corporate Liquidations, No. 784-3rd, analyses the tax considerations in connection with the liquidation of a corporation.