S corporation shareholders who do not sell their stock must also consent to the election. A section 338(h)(10) election is made jointly by P and the selling consolidated group (or the selling affiliate or the S corporation shareholders) on Form 8023 in accordance with the instructions to the form.
(3) Simultaneous joint election requirement. If a section 338(h)(10) election is made in a case where the acquisition of T stock followed by a merger or liquidation of T into P qualifies as a reorganization described in section 368(a), for all Federal tax purposes, P's acquisition of T stock is treated as a qualified stock purchase and is not treated as part of a reorganization described in section 368(a). Notwithstanding anything to the contrary in § 1.338-3(c)(1)(i), a section 338(h)(10) election may be made for T where P's acquisition of T stock, viewed independently, constitutes a qualified stock purchase and, after the stock acquisition, T merges or liquidates into P (or another member of the affiliated group that includes P), whether or not, under relevant provisions of law, including the step transaction doctrine, the acquisition of the T stock and the merger or liquidation of T qualify as a reorganization described in section 368(a). (2) Availability of section 338(h)(10) election in certain multi-step transactions.
A section 338(h)(10) election may be made for T if P acquires stock meeting the requirements of section 1504(a)(2) from a selling consolidated group, a selling affiliate, or the S corporation shareholders in a qualified stock purchase. Any reference in this section to a liquidation is treated as a reference to the transfer described in paragraph (d)(4) of this section notwithstanding its ultimate characterization for Federal income tax purposes. Unless otherwise indicated, a reference to S corporation shareholders refers both to S corporation shareholders who do and those who do not sell their target stock. S corporation shareholders are the S corporation target's shareholders. An S corporation target is a target that is an S corporation immediately before the acquisition date. In such case, the target is an affiliated target. A selling affiliate is a domestic corporation that owns on the acquisition date an amount of stock in a domestic target, which amount of stock is described in section 1504(a)(2), and does not join in filing a consolidated return with the target. A selling consolidated group is the consolidated group of which the consolidated target is a member on the acquisition date. A consolidated target is a target that is a member of a consolidated group within the meaning of § 1.1502-1(h) on the acquisition date and is not the common parent of the group on that date. The rules of this section are in addition to the rules of §§ 1.338-1 through 1.338-10 and, in appropriate cases, apply instead of the rules of §§ 1.338-1 through 1.338-10. This section also prescribes the consequences of such election. This section prescribes rules for qualification for a section 338(h)(10) election and for making a section 338(h)(10) election. The company took over old Zellers locations and began to open under the Target banner in Canada for the first time in March 2013, but failed to deliver on customer expectations.§ 1.338(h)(10)-1 Deemed asset sale and liquidation. Some of those reductions have already happened at its Toronto headquarters where its 770 person staff has been reduced to about 80 people, Snyder said. The U.S.-based retailer announced last month that it would close all 133 of its Canadian stores and lay off more than 17,000 staff, just two years after it began opening stores in Canada. In addition to its remaining inventory, Target’s shelving, fixtures and equipment will also be sold. The company is still clearing product out of its distribution centres, she added. Landlords were concerned that Target’s liquidation sales would tarnish the image of their malls and take away business from other stores who are renting space.Īlready many Target stores have stopped carrying perishables such as milk, eggs and frozen foods, Target spokeswoman Molly Snyder said. The company received the go ahead following a hearing Wednesday involving dozens of lawyers representing the retailer, landlords and suppliers.
TORONTO – Shoppers can expect their local Target Canada stores to begin knocking down prices starting Thursday, after the retailer received court approval to begin liquidating its stock.
0 kommentar(er)
