Summary
Stock purchase and sale
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Extract
Section 338(h) (10).
Originally published in October 2003.
TABLE OF CONTENTS SECTION 338(h)(10) I. INTRODUCTION Generally, the result of a section 338(h)(10) election is to treat the purchase and sale of the stock of a target corporation as the purchase and sale of the assets of the target corporation, followed by a distribution of the proceeds of the deemed asset sale to the selling shareholders, after which the target corporation ceases to exist. Part I of this outline provides a brief overview of section 338 and section 338(h)(10) and discusses the final regulations under section 338. Part II provides an example of a typical acquisition in which a section 338(h)(10) election might be made, and analyzes the results. Parts III-VII provide a more detailed analysis of the operation and effect of section 338(h)(10). Except as otherwise noted, in this outline "T" or "target" will represent the target corporation, "P", the "purchasing corporation" or the "purchaser" is the corporation that makes a qualified stock purchase of T, and "S" or the "seller" is a domestic corporation (unrelated to P) that owns T before the purchase of T by P. A. Overview of Sec...See the full content of this document
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