Rules Retain Nominal Share Approach for All Cash D Reorgs in Groups

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IRS issues final rules (T.D. 9475) on the issuance and distribution of stock and securities in corporate reorganizations where the same owners hold all the stock of the transferor and transferee corporations. The rules retain a controversial “nominal share” approach for all cash D reorganizations in consolidated groups that has been criticized by many taxpayers as having potentially adverse consequences. The rules make a variety of other changes and clarifications to proposed (REG-125632-06) and final and temporary regulations (T.D. 9303) dating from 2006.