Overview
Philip Levine said at a meeting of the District of Columbia Bar Taxation Section he thinks the new IRS guidance on Tax Code section 351 exchanges implies that “there’s some magic to [section] 351, but you have to have a [section] 351 first.” Mr. Levine continued that a section 351 transfer that is not immediately followed by a liquidation or upstream merger generally will be respected, provided that the transferor does not surrender control of the transferee as a result of a transfer of the stock of the transferee corporation in a related transaction.