C12-Chp-06-8-LTR 200128015-Liquid of Subsidary

C12-Chp-06-8-LTR 200128015-Liquid of Subsidary -...

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571cac4192fd47f605742818ec8af293953de6f2.doc. Page 1 of 2. Letter Ruling 200128015- Complete liquidation of subsidiaries , April 10, 2001 [Code Secs. 332 and 337 ] This letter responds to your authorized representative's letter dated December 5, 2000, in which rulings were requested as to certain federal income tax consequences of a proposed transaction. Additional information was submitted in letters dated January 5, 2001, February 27, 2001, and March 21, 2001. Foreign Parent Owns U.S. Parent that Owns U.S. Subsidiaries Foreign Parent is a Country Y corporation that wholly owns Parent, a U.S. corporation incorporated in State X that is the common parent of an affiliated group of corporations that files a consolidated federal income tax return (the "Parent Group"). Parent is engaged in Business X. The Parent Group includes Holding, a wholly owned subsidiary of Parent. Holding is a corporation incorporated in State X that owns B% of Parent stock that it acquired from Individual C on Date A. Parent holds a debenture (the "Debenture") that was issued by Holding to Individual C on Date B. Parent acquired the Debenture from Corporation A, a State X corporation, when Corporation A merged with and into Parent on Date C. Corporation A acquired the Debenture from Individual C on Date D for its face amount plus accrued interest. For what the taxpayer represents are valid business reasons, the following transaction is proposed: Under State X law, Parent will cause Holding to merge with and into Parent. Parent will succeed to all of Holding's assets, operations and liabilities (the "Merger") . The taxpayer has made the following represen - tations about the proposed transaction: (a) Parent, on the date of adoption of the plan of Merger, and at all times until the Merger is completed, will be the owner of 100 percent of the total combined voting power of all classes of
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This note was uploaded on 03/09/2012 for the course ACCT 6120 taught by Professor Godfrey,h during the Spring '08 term at UNC Charlotte.

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C12-Chp-06-8-LTR 200128015-Liquid of Subsidary -...

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