Integrated Corporate Acquisitions: Comments on Rev. Rul. 2001-46
Bibliographic record
Abstract
The authors submitted this report to the IRS in response to recent Rev. Rul. 2001-46's request for comments on the respect properly to be accorded a section 338(h)(10) election timely filed in an otherwise integrated corporate acquisition. When individuals organize new P to acquire 80 percent or more of T's stock in exchange for P stock and cash in a transaction that, viewed independently, constitutes a QSP, and as a second step in the acquisition plan either T merges upstream into P or P merges downstream into T, current Treasury/ IRS positions in the main advance general principles of transactional integration that merit applause. The authors urge, however, that with regard to (1) P's downstream merger into T, reg. section 1.338-3(b)(1) should be revised, and (2) T's upstream merger into P, Rev. Rul. 2001-46 should be expanded, in each case to confirm that when a section 338(h)(10) joint election is filed for T, step-transaction principles will not apply to eliminate the first-step QSP. The authors support their conclusion, that the IRS in both merger configurations should respect the parties' section 338(h)(10) election, highlighting the significant whipsaw risk the IRS otherwise faces, in particular when T is an S corporation.
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How this classification was reachedexpand
Full frame distilled prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. Learned from the 10,348 direct Codex labels and 10,348 direct Gemma labels. Candidate is the union of thresholded teacher heads; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels or direct frontier model labels.
Codex and Gemma teacher scores by category
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.000 | 0.000 |
| Meta-epidemiology (narrow) | 0.000 | 0.000 |
| Meta-epidemiology (broad) | 0.000 | 0.000 |
| Bibliometrics | 0.000 | 0.001 |
| Science and technology studies | 0.000 | 0.000 |
| Scholarly communication | 0.000 | 0.001 |
| Open science | 0.000 | 0.000 |
| Research integrity | 0.000 | 0.000 |
| Insufficient payload (model declined to judge) | 0.011 | 0.008 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; both teacher heads agree on what is shown here.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".