Initial Gain Recognition Agreement
(8) Complete liquidation of the transferred company. The distribution of all the assets of the divested company, to which Section 337 applies, and the related exchange of the transferred shares, to which Section 332 applies, are not triggering events if the U.S. assignor enters into a new profit recognition agreement. If the transferred company is a national company, see paragraphs 1.367 and (o) (o) (4) of this section. See (q) (2) (ix) of this section to illustrate the rules set out in paragraph (8) in this paragraph. (A) a description of the event (for example. B a triggering event) and, if applicable, the applicable derogation that led to the new benefit recognition agreement (. For example, an exception to the trigger event), including the date of the event and the name, address and identification number of the subject (if any) of anyone involved in the event; (D) The percentage (depending on voting rights and value) that the transferred stock (if any) corresponds to the total stock of shares transferred on the date of the first transfer. (B) Result.
TFC`s allocation of TFD stock in Year 4 is a triggering event in paragraph (j) (1) of this section. The payment does not terminate the profit recognition agreement covered in paragraph o) (5) of this section, because after payment, the base of the TFD stock is greater in the hands of UST (120x) than the base of the TFD stock at the time of the first transmission (80x). However, if the UST reduces the base of the TFD stock to 80x (expected at point (o) (5) (iii) of this section), the recognition agreement expires with no additional effect. If the UST does not choose to reduce the base of the TFD stock, see paragraph (k) (14) of this section. (A) Facts. TFD has 10 shares outstanding just before the first transfer. As of the first transfer, the TFD share has an underlying value of 0x and a fair value of 90x. In Year 2, in exchange for 1 TFD share, TFC transfers real estate on TFD with an underlying 10x and a fair market value of 10x. In Year 4, TFC pays UST the 11 shares of TFD in full liquidation, to which Sections 332 and 337 apply. (B) Result.
The transfer of TFC stock by the UST to DC is a trigger event as defined in paragraph (j) (4) of this section. However, in accordance with paragraph (k) (6) (i) of this section, transmission is not a triggering event when DC has entered into a new profit recognition agreement regarding the initial transfer that DC designates as a U.S. ceding company. (i) the existence of the transferred foreign capital company. If the snack of the transferred foreign capital company, which was received at the time of the initial transfer, transferred to a domestic acquisition company as part of an asset reorganization as part of an asset reorganization, the exchanges carried out as part of the reorganization of the assets are not triggering events when the national acquisition company enters into a new profit recognition agreement that the national acquisition company designates as a ends of this section. To illustrate the rule in paragraph (k) (6) of this paragraph, see paragraph (q) (2) (v) of this section. If the accepting company is foreign, see paragraph (k) (14) of this section and paragraph (q) (2) (vi) of this section.by