KPMG PPT - Tax Executives Institute, Inc.

More documents

Recommendations

Info

CERT Under §172(h)(3) a CERT is defined as a “major stock acquisition” or an “excess distribution” ► Major Stock Acquisition (“MSA”): ► ► ► Acquisition by a corporation of 50% or more (by vote or value) of the stock in another corporation Does not include a stock acquisition that includes a § 338 election May include a tax-free acquisition of stock ► Excess Distribution (“ED”): ► ► Limited to excess of current year distributions (including redemptions) over the greater of – ► ► 150 % of the average of such distributions during the 3 taxable years immediately preceding such taxable year, or 10 % of the fair market value of the stock of such corporation as of the beginning of such taxable year. Adjustments made for contributions and vanilla preferred stock ©2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 44
Applicable Corporations ► An acquiring C corporation in an MSA ► The C corporation acquired in an MSA ► The C corporation making the distribution in an ED ► A successor to an applicable corporation ©2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 45
Page 1 and 2: Tax Executives Institute Corporate
Page 3 and 4: Built-in Loss on Subsidiary Stock
Page 5 and 6: Section 267(f) - Background P P Unr
Page 7 and 8: Intercompany Sale of Stock at a Los
Page 9 and 10: Section 267(f) - Final Regulations
Page 11 and 12: Section 267(f) - Final Regulations
Page 13 and 14: Worthless Stock Loss Requirements f
Page 15 and 16: PLR 201149015 HC2 HC1 S1 S2 S3 HC2
Page 17 and 18: PLR 201149015 HC2 HC1 S1 S2 S3 HC2
Page 19 and 20: GLAM 2012-006 Situation 1 P $10 deb
Page 21 and 22: GLAM 2012-006 Situation 3 P $10 deb
Page 23 and 24: GLAM 2012-003 M Year 1 Year 2 Year
Page 25 and 26: Unified Loss Rules © 2011 KPMG LLP
Page 27 and 28: Unified Loss Rules $100 P S FMV $10
Page 29 and 30: Unified Loss Rules ► Basis redete
Page 31 and 32: Unified Loss Rules Basis Redetermin
Page 33 and 34: Unified Loss Rules Basis Reduction
Page 35 and 36: Unified Loss Rules Basis Reduction
Page 37 and 38: Unified Loss Rules Attribute Reduct
Page 43: CERT Rules If an “applicable corp
Page 47 and 48: Corporate Equity Reduction Interest
Page 49 and 50: Proposed CERT Rules On September 13
Page 51 and 52: Proposed CERT Rules Consolidated CE

KPMG PPT - Tax Executives Institute, Inc.

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?