Concepts of good and evil are therefore, in their origin, merely a means to an end, they are expedients for
acquiring power.
And forasmuch as, while thus indifferent to the thought alike of fame or of forgetfulness, I have yet been unable to prevent myself from
acquiring some sort of reputation, I have thought it incumbent on me to do my best to save myself at least from being ill-spoken of.
We Communists have been reproached with the desire of abolishing the right of personally
acquiring property as the fruit of a man's own labour, which property is alleged to be the groundwork of all personal freedom, activity and independence.
Finally, new section 355(e), as originally drafted, applied only to "a person"
acquiring a 50-percent or greater interest in the distributing or any controlled corporation.
The simplest case is
acquiring a single intangible asset for a specific price from an unrelated party.
An asset's nature and not the manner of its acquisition determines an
acquiring entity's subsequent accounting for the asset.
For the foregoing reasons, the anti-churning rule should be clarified to provide that no "tainting" relationship exists between the
acquiring person and the seller of the target stock.
In the event of a merger with an
acquiring company that beneficially owns a specified percentage of the company's stock, the rights "flip over" and become rights to purchase the
acquiring company's stock at a 50-percent discount.
The IRS ruled that if, pursuant to an integrated plan, a newly formed wholly owned subsidiary of an
acquiring corporation merges into a target, followed by the target's merger into the
acquiring corporation, the transaction would be a single statutory merger of the target into the
acquiring corporation that qualifies as a Sec.
In the case of transactions otherwise qualifying as tax-free reorganizations under section 368(a)(1)(A), (B), (C), or (G) (meeting the requirements of sections 354(b)(1)(a) and (B)), section 368(a)(2)(c) permits the
acquiring corporation to transfer the acquired assets or stock to a corporation "controlled" by the
acquiring corporation.
The
acquiring corporation forms a new subsidiary by contributing cash or liquid assets.
Requiring a negative adjustment for expiring losses was a controversial provision when promulgated in the proposed regulations and attracted many critical comments.(22) To allay taxpayer concerns, the IRS provided an election in the final regulations to permit the
acquiring company to forgo the use of the acquired company's losses.(23) This election must be made by filing a statement with the tax return for the year the subsidiary is acquired.(24) By making this election, the NOL or capital loss is deemed to expire immediately before the subsidiary becomes a member of the
acquiring consolidated group.