Does the transaction satisfy the nonrecognition rules of Section 351?
The memo should not exceed two pages and students should use the tax memo template provided.However, the answer should be a full 2 pages (double spaced, times new roman 12pt., 1-inch margins) Do not repeat the question in the answer.Each memo must include an explanation of the relevant code sections, regs and/or other relevant controlling authority such as case law. Don’t just cite the rules or cases, explain them and their application to the specific facts in the questions..
Questions:
Does the transaction satisfy the nonrecognition rules of Section 351?Answer each hypothetical separately. (hint: consider whether the steps in transaction disqualify the transaction. Also, the regulations and revenue rulings may help here!)
Hypothetical #1:
T. Swit owns all of the stock of corporation Swit X and operates a second business similar to that of Swit X through a sole proprietorship. Pursuant to an agreement between T. Swit and Alwyn Inc., an unrelated corporation, T. Swit transfers all of the assets of the sole proprietorship to Swit X in exchange for additional shares of Swit X stock. T. Swit then transfers all her Swit X stock to Alwyn Inc. solely in exchange for voting common stock of Alwyn, Inc.
Hypothetical #2:
Parent Corporation owns 80 percent of the stock of a subsidiary, S1. An unrelated corporation owns the remaining 20 percent. Parent transfers assets to S1 solely in exchange for additional shares of S1 stock. As part of the same plan, S1 transfers the same assets to S2, a newly formed corporation of which S1 will be an 80 percent shareholder. An unrelated corporation will own the remaining 20 percent of the S2 stock.
Requirements: as need.
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