Corporate Reorganizations; Distributions Under Sections 368(a)(1)(D) and 354(b)(1)(B), 75898-75899 [E6-21572]

Download as PDF 75898 Federal Register / Vol. 71, No. 243 / Tuesday, December 19, 2006 / Proposed Rules requirements and has assigned OMB Control Number 2120–0056. Related Information (h) Contact Christopher Spinney, Aerospace Engineer, Engine Certification Office, FAA, Engine & Propeller Directorate, 12 New England Executive Park 01803; telephone (781) 238–7175; fax (781) 238– 7199 for more information about this AD. (i) Refer to MCAI EASA Airworthiness Directive 2006–0070, dated March 30, 2006, and Turbomeca Mandatory Service Bulletin No. 298 73 0241, dated April 5, 2006, for related information. Issued in Burlington, Massachusetts, on December 13, 2006. Peter A. White, Acting Manager, Engine and Propeller Directorate, Aircraft Certification Service. [FR Doc. E6–21586 Filed 12–18–06; 8:45 am] BILLING CODE 4910–13–P DEPARTMENT OF TRANSPORTATION Federal Highway Administration 23 CFR Part 630 [FHWA Docket No. FHWA–2006–25203] RIN 2125–AF10 Temporary Traffic Control Devices Federal Highway Administration (FHWA), DOT. ACTION: Notice of proposed rulemaking; extension of comment period. pwalker on PRODPC60 with PROPOSALS SUMMARY: The FHWA is extending the comment period for a notice of proposed rulemaking (NPRM) and request for comments, which was published on November 1, 2006, at 71 FR 64173. The original comment period is set to close on January 2, 2007. The extension is based on concern expressed by the National Committee on Uniform Traffic Control Devices (NCUTCD) that the January 2 closing date does not provide sufficient time for discussion of the issues in committee and a subsequent comprehensive response to the docket. The FHWA recognizes that others interested in commenting may have similar time constraints and agree that the comment period should be extended. Therefore, the closing date for comments is changed to February 16, 2007, which will provide the NCUTCD and others interested in commenting additional time to discuss, evaluate, and submit responses to the docket. DATES: Comments must be received on or before February 16, 2007. ADDRESSES: Mail or hand deliver comments to the U.S. Department of Transportation, Dockets Management Facility, Room PL–401, 400 Seventh 16:40 Dec 18, 2006 Jkt 211001 Mr. Chung Eng, Office of Transportation Operations, (202) 366–8043; or Mr. Raymond W. Cuprill, Office of the Chief Counsel, (202) 366–0791, U.S. Department of Transportation, Federal Highway Administration, 400 Seventh Street, SW., Washington, DC 20590. Office hours are from 7:45 a.m. to 4:15 p.m. e.t., Monday through Friday, except Federal holidays. SUPPLEMENTARY INFORMATION: FOR FURTHER INFORMATION CONTACT: AGENCY: VerDate Aug<31>2005 Street, SW., Washington, DC 20590, or submit electronically at http:// dmses.dot.gov/submit or fax comments to (202) 493–2251. Alternatively, comments may be submitted via the Federal eRulemaking Portal at http:// www.regulations.gov. All comments should include the docket number that appears in the heading of this document. All comments received will be available for examination at the above address from 9 a.m. to 5 p.m. e.t., Monday through Friday, except Federal holidays. Those desiring notification of receipt of comments must include a selfaddressed, stamped postcard or print the acknowledgement page that appears after submitting comments electronically. Anyone is able to search the electronic form of all comments received into any of our dockets by the name of the individual submitting the comment (or signing the comment, if submitted on behalf of an association, business, labor union, etc.). Persons making comments may review DOT’s complete Privacy Act Statement in the Federal Register published on April 11, 2000 (Volume 65, Number 70, Pages 19477–78) or may visit http:// dms.dot.gov. You may submit or retrieve comments online through the Document Management System (DMS) at: http:// dmses.dot.gov/submit. The DMS is available 24 hours each day, 365 days each year. Electronic submission and retrieval help and guidelines are available under the help section of the Web site. An electronic copy of this document may also be downloaded from the Office of the Federal Register’s home page at: http://www.archives.gov and the Government Printing Office’s Web page at: http://www.access.gpo.gov/nara. Background On November 1, 2006, the FHWA published in the Federal Register an NPRM that proposes to supplement its regulation governing work zone safety and mobility in highway and street work zones. The NPRM proposes to Frm 00003 Fmt 4702 Sfmt 4702 Authority: 23 U.S.C. 109(c) and 112; Sec. 1110 of Pub. L. 109–59; 23 CFR 1.32; and 49 CFR 1.48(b). Issued on: December 12, 2006. J. Richard Capka, Federal Highway Administrator. [FR Doc. E6–21579 Filed 12–18–06; 8:45 am] BILLING CODE 4910–22–P DEPARTMENT OF THE TREASURY Internal Revenue Service 26 CFR Part 1 [REG–125632–06] Electronic Access and Filing PO 00000 include conditions for the appropriate use of, and expenditure of funds for, uniformed law enforcement officers, positive protective measures between workers and motorized traffic, and installation and maintenance of temporary traffic control devices during construction, utility, and maintenance operations. The proposed changes are intended to decrease the likelihood of fatalities and injuries to workers who are exposed to motorized traffic (vehicles using the highways for the purposes of travel) while working on Federal-aid highway projects. The original comment period for the NPRM closes on January 2, 2007. The NCUTCD has expressed concern that this closing date does not provide sufficient time to review and discuss the proposed changes; and then, develop and submit complete responses to the docket. To allow time for this organization and others to submit comprehensive comments, the closing date is changed from January 2, 2007, to February 16, 2007. RIN 1545–BF83 Corporate Reorganizations; Distributions Under Sections 368(a)(1)(D) and 354(b)(1)(B) Internal Revenue Service (IRS), Treasury. ACTION: Notice of proposed rule making by cross-reference to temporary regulations. AGENCY: SUMMARY: In the Rules and Regulations section of this issue of the Federal Register, the IRS is issuing temporary regulations that provide guidance regarding the qualification of certain transactions as reorganizations described in section 368(a)(1)(D) where no stock and/or securities of the acquiring corporation is issued and distributed in the transaction. These regulations affect corporations engaging in such transactions and their E:\FR\FM\19DEP1.SGM 19DEP1 Federal Register / Vol. 71, No. 243 / Tuesday, December 19, 2006 / Proposed Rules shareholders. The text of those regulations also serves as the text of these proposed regulations. DATES: Written or electronic comments and requests for a public hearing must be received by March 19, 2007. ADDRESSES: Send submissions to: CC:PA:LPD:PR (REG–125632–06), Internal Revenue Service, PO Box 7604, Ben Franklin Station, Washington, DC 20044. Submissions may be hand delivered to CC:PA:LPD:PR (REG– 125632–06), Courier Desk, Internal Revenue Service, Crystal Mall 4, 1901 South Bell Street, Arlington, Virginia, or sent electronically, via the IRS Internet site at http://www.irs.gov/regs or via the Federal eRulemaking Portal at http:// www.regulations.gov (IRS REG–125632– 06). FOR FURTHER INFORMATION CONTACT: Concerning the proposed regulations, Bruce A. Decker, (202) 622–7550; concerning submissions of comments, the hearing, and/or to be placed on the access list to attend the hearing, Kelly Banks, (202) 622–7180 (not toll-free numbers). SUPPLEMENTARY INFORMATION: pwalker on PRODPC60 with PROPOSALS Background Temporary regulations in the Rules and Regulations section of this issue of the Federal Register amend 26 CFR part 1. The temporary regulations provide guidance on circumstances where the distribution of stock and/or securities under section 354(b)(1)(B) will be deemed satisfied in the absence of an actual issuance of stock and/or securities pursuant to a reorganization described in section 368(a)(1)(D). The text of those regulations also serves as the text of these proposed regulations. The preamble to the temporary regulations explains the amendments. Explanation of Provisions These temporary regulations provide guidance regarding the circumstances in which the distribution requirement under sections 368(a)(1)(D) and 354(b)(1)(B) is deemed satisfied despite the fact that no stock and/or securities are actually issued in a transaction otherwise described in section 368(a)(1)(D). These regulations will affect certain cash sales of assets between two corporations that have the same direct or indirect shareholders or a de minimis variation in shareholder identity and proportionality. Special Analyses It has been determined that this notice of proposed rulemaking is not a significant regulatory action as defined in Executive Order 12866. Therefore, a VerDate Aug<31>2005 16:40 Dec 18, 2006 Jkt 211001 75899 regulatory assessment is not required. It also has been determined that section 553(b) of the Administrative Procedure Act (5 U.S.C. chapter 5) does not apply to these regulations, and because the regulation does not impose a collection of information on small entities, the Regulatory Flexibility Act (5 U.S.C. chapter 6) does not apply. Pursuant to section 7805(f) of the Internal Revenue Code, this notice of proposed rulemaking will be submitted to the Chief Counsel for Advocacy of the Small Business Administration for comment on its impact on small business. Drafting Information Comments and Requests for a Public Hearing Before these proposed regulations are adopted as final regulations, consideration will be given to any written (a signed original and eight (8) copies) or electronic comments that are submitted timely to the IRS. The IRS and Treasury Department request comments on the clarity of the proposed rules and how they can be made easier to understand. The IRS and Treasury Department request comments on several issues relating to acquisitive reorganizations described in section 368(a)(1)(D). Specifically, the IRS and Treasury Department request comments on whether the meaningless gesture doctrine is inconsistent with the distribution requirement in sections 368(a)(1)(D) and 354(b)(1)(B), especially in situations in which the cash consideration received equals the full fair market value of the property transferred such that there is no missing consideration for which the nominal share of stock deemed received and distributed could substitute. The IRS and Treasury Department also request comments on the extent, if any, to which the continuity of interest requirement should apply to a reorganization described in section 368(a)(1)(D). The IRS and Treasury Department request comments on whether these temporary regulations should apply when the parties to the reorganization are members of a consolidated group. Finally, the IRS and Treasury Department request comments on the continued vitality of various liquidation-reincorporation authorities after the enactment of the Tax Reform Act of 1986, Public Law 99–514 (100 Stat. 2085 (1986)). All comments will be available for public inspection and copying. A public hearing will be scheduled if requested in writing by any person that timely submits written comments. If a public hearing is scheduled, notice of the date, time, and place for the public hearing will be published in the Federal Register. Paragraph 1. The authority citation for part 1 continues to read in part as follows: PO 00000 Frm 00004 Fmt 4702 Sfmt 4702 The principal author of these regulations is Bruce A. Decker, Office of Associate Chief Counsel (Corporate). List of Subjects in 26 CFR Part 1 Income taxes, Reporting and recordkeeping requirements. Proposed Amendments to the Regulations Accordingly, 26 CFR part 1 is proposed to be amended as follows: PART 1—INCOME TAXES Authority: 26 U.S.C. 7805 * * * Par. 2. Section 1.368–2 is amended by revising paragraph (l) to read as follows: § 1.368–2 Definition of terms. * * * * * (l) [The text of this proposed amendment to § 1.368–2(l) is the same as the text of § 1.368–2T(l)(1) through (l)(4)(i) published elsewhere in this issue of the Federal Register] Mark E. Matthews, Deputy Commissioner for Services and Enforcement. [FR Doc. E6–21572 Filed 12–18–06; 8:45 am] BILLING CODE 4830–01–P DEPARTMENT OF AGRICULTURE Forest Service 36 CFR Part 242 DEPARTMENT OF THE INTERIOR Fish and Wildlife Service 50 CFR Part 100 RIN 1018–AU71 Subsistence Management Regulations for Public Lands in Alaska, Subpart C and Subpart D: 2008–09 Subsistence Taking of Fish and Shellfish Regulations Forest Service, Agriculture; Fish and Wildlife Service, Interior. ACTION: Proposed rule. AGENCIES: SUMMARY: This proposed rule would establish regulations for fishing seasons, harvest limits, methods, and means related to taking of fish and shellfish for subsistence uses during the 2008–09 regulatory year. The rulemaking is necessary because Subpart D is subject to an annual public review cycle. When E:\FR\FM\19DEP1.SGM 19DEP1

Agencies

[Federal Register Volume 71, Number 243 (Tuesday, December 19, 2006)]
[Proposed Rules]
[Pages 75898-75899]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E6-21572]


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DEPARTMENT OF THE TREASURY

Internal Revenue Service

26 CFR Part 1

[REG-125632-06]
RIN 1545-BF83


Corporate Reorganizations; Distributions Under Sections 
368(a)(1)(D) and 354(b)(1)(B)

AGENCY: Internal Revenue Service (IRS), Treasury.

ACTION: Notice of proposed rule making by cross-reference to temporary 
regulations.

-----------------------------------------------------------------------

SUMMARY: In the Rules and Regulations section of this issue of the 
Federal Register, the IRS is issuing temporary regulations that provide 
guidance regarding the qualification of certain transactions as 
reorganizations described in section 368(a)(1)(D) where no stock and/or 
securities of the acquiring corporation is issued and distributed in 
the transaction. These regulations affect corporations engaging in such 
transactions and their

[[Page 75899]]

shareholders. The text of those regulations also serves as the text of 
these proposed regulations.

DATES: Written or electronic comments and requests for a public hearing 
must be received by March 19, 2007.

ADDRESSES: Send submissions to: CC:PA:LPD:PR (REG-125632-06), Internal 
Revenue Service, PO Box 7604, Ben Franklin Station, Washington, DC 
20044. Submissions may be hand delivered to CC:PA:LPD:PR (REG-125632-
06), Courier Desk, Internal Revenue Service, Crystal Mall 4, 1901 South 
Bell Street, Arlington, Virginia, or sent electronically, via the IRS 
Internet site at http://www.irs.gov/regs or via the Federal eRulemaking 
Portal at http://www.regulations.gov (IRS REG-125632-06).

FOR FURTHER INFORMATION CONTACT: Concerning the proposed regulations, 
Bruce A. Decker, (202) 622-7550; concerning submissions of comments, 
the hearing, and/or to be placed on the access list to attend the 
hearing, Kelly Banks, (202) 622-7180 (not toll-free numbers).

SUPPLEMENTARY INFORMATION:

Background

    Temporary regulations in the Rules and Regulations section of this 
issue of the Federal Register amend 26 CFR part 1. The temporary 
regulations provide guidance on circumstances where the distribution of 
stock and/or securities under section 354(b)(1)(B) will be deemed 
satisfied in the absence of an actual issuance of stock and/or 
securities pursuant to a reorganization described in section 
368(a)(1)(D). The text of those regulations also serves as the text of 
these proposed regulations. The preamble to the temporary regulations 
explains the amendments.

Explanation of Provisions

    These temporary regulations provide guidance regarding the 
circumstances in which the distribution requirement under sections 
368(a)(1)(D) and 354(b)(1)(B) is deemed satisfied despite the fact that 
no stock and/or securities are actually issued in a transaction 
otherwise described in section 368(a)(1)(D). These regulations will 
affect certain cash sales of assets between two corporations that have 
the same direct or indirect shareholders or a de minimis variation in 
shareholder identity and proportionality.

Special Analyses

    It has been determined that this notice of proposed rulemaking is 
not a significant regulatory action as defined in Executive Order 
12866. Therefore, a regulatory assessment is not required. It also has 
been determined that section 553(b) of the Administrative Procedure Act 
(5 U.S.C. chapter 5) does not apply to these regulations, and because 
the regulation does not impose a collection of information on small 
entities, the Regulatory Flexibility Act (5 U.S.C. chapter 6) does not 
apply. Pursuant to section 7805(f) of the Internal Revenue Code, this 
notice of proposed rulemaking will be submitted to the Chief Counsel 
for Advocacy of the Small Business Administration for comment on its 
impact on small business.

Comments and Requests for a Public Hearing

    Before these proposed regulations are adopted as final regulations, 
consideration will be given to any written (a signed original and eight 
(8) copies) or electronic comments that are submitted timely to the 
IRS. The IRS and Treasury Department request comments on the clarity of 
the proposed rules and how they can be made easier to understand. The 
IRS and Treasury Department request comments on several issues relating 
to acquisitive reorganizations described in section 368(a)(1)(D). 
Specifically, the IRS and Treasury Department request comments on 
whether the meaningless gesture doctrine is inconsistent with the 
distribution requirement in sections 368(a)(1)(D) and 354(b)(1)(B), 
especially in situations in which the cash consideration received 
equals the full fair market value of the property transferred such that 
there is no missing consideration for which the nominal share of stock 
deemed received and distributed could substitute. The IRS and Treasury 
Department also request comments on the extent, if any, to which the 
continuity of interest requirement should apply to a reorganization 
described in section 368(a)(1)(D). The IRS and Treasury Department 
request comments on whether these temporary regulations should apply 
when the parties to the reorganization are members of a consolidated 
group. Finally, the IRS and Treasury Department request comments on the 
continued vitality of various liquidation-reincorporation authorities 
after the enactment of the Tax Reform Act of 1986, Public Law 99-514 
(100 Stat. 2085 (1986)). All comments will be available for public 
inspection and copying. A public hearing will be scheduled if requested 
in writing by any person that timely submits written comments. If a 
public hearing is scheduled, notice of the date, time, and place for 
the public hearing will be published in the Federal Register.

Drafting Information

    The principal author of these regulations is Bruce A. Decker, 
Office of Associate Chief Counsel (Corporate).

List of Subjects in 26 CFR Part 1

    Income taxes, Reporting and recordkeeping requirements.

Proposed Amendments to the Regulations

    Accordingly, 26 CFR part 1 is proposed to be amended as follows:

PART 1--INCOME TAXES

    Paragraph 1. The authority citation for part 1 continues to read in 
part as follows:

    Authority: 26 U.S.C. 7805 * * *

    Par. 2. Section 1.368-2 is amended by revising paragraph (l) to 
read as follows:


Sec.  1.368-2  Definition of terms.

* * * * *
    (l) [The text of this proposed amendment to Sec.  1.368-2(l) is the 
same as the text of Sec.  1.368-2T(l)(1) through (l)(4)(i) published 
elsewhere in this issue of the Federal Register]

Mark E. Matthews,
Deputy Commissioner for Services and Enforcement.
[FR Doc. E6-21572 Filed 12-18-06; 8:45 am]
BILLING CODE 4830-01-P