Section 338

Extract

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Section 338

Originally published June 2003

TABLE OF CONTENTS

I. INTRODUCTION

Basic Structures for Leveraged Buy-Out Transactions

Application of Section 338

Background of Section 338

Overview of Section 338

II. QUALIFIED STOCK PURCHASE AND ELECTION

Defined Terms

The Election - Form 8023

III. CONSEQUENCES OF THE ELECTION

General Rule

Who Is the Taxpayer?

Alternative Election Under Section 338(h)(10)

Miscellaneous Provisions

Abolition of the Kimbell-Diamond Rule

Loss of ACRS Deductions

Section 754 Elections and Partnership Interests

IV. SALE AND PURCHASE PRICE -- DETERMINATION, ALLOCATION, AND SUBSEQUENT ADJUSTMENTS

Sale Price in Deemed Sale Transaction

Section 338(h)(10) Transaction -- MADSP Formula

Determination of MADSP -- Examples

Purchase Price in Deemed Sale Transaction

Allocation of Purchase Price Among T's Assets

Subsequent Adjustments (Including Contingent Payments and Liabilities and Reductions) to AGUB and ADSP

Recently Proposed Regulations on Sale and Acquisition of Insurance Business

V. REPORTING REQUIREMENTS FOR SECTION 338 TRANSACTIONS

Overview

Form 8883

Form 8023

Reporting Requirements Under New Temporary Section 6043(c) Regulations

VI. CONSISTENCY RULES

Overview

Asset Consistency Where Consolidated Returns Are Filed

Asset Consistency For Nonconsolidated Affiliated Groups

Asset Consistency F...

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