Corporate Reorganizations; Additional Guidance on Distributions Under Sections 368(a)(1)(D) and 354(b)(1)(B), 9284-9285 [E7-3533]

Download as PDF 9284 Federal Register / Vol. 72, No. 40 / Thursday, March 1, 2007 / Proposed Rules files with supporting information in certain other file formats. Commenters filing electronically do not need to make a paper filing. Commenters that are not able to file comments electronically must send an original and 14 copies of their comments to: Federal Energy Regulatory Commission, Office of the Secretary, 888 First Street, NE., Washington, DC 20426. 20. All comments will be placed in the Commission’s public files and may be viewed, printed, or downloaded remotely as described in the Document Availability section below. Commenters are not required to serve copies of their comments on other commenters. Document Availability 21. In addition to publishing the full text of this document in the Federal Register, the Commission provides all interested persons an opportunity to view and/or print the contents of this document via the Internet through the Commission’s Home Page (https:// www.ferc.gov) and in the Commission’s Public Reference Room during normal business hours (8:30 a.m. to 5 p.m. Eastern time) at 888 First Street, NE., Room 2A, Washington, DC 20426. 22. From the Commission’s Home Page on the Internet, this information is available in the Commission’s document management system, eLibrary. The full text of this document is available on eLibrary in PDF and Microsoft Word format for viewing, printing, and/or downloading. To access this document in eLibrary, type the docket number (excluding the last three digits) in the docket number field. 23. User assistance is available for eLibrary and the Commission’s Web site during normal business hours. For assistance, please contact the Commission’s Online Support at 1–866– 208–3676 (toll free) or 202–502–6652 (email at FERCOnlineSupport@ferc.gov) or the Public Reference Room at 202– 502–8371, TTY 202–502–8659 (e-mail at public.referenceroom@ferc.gov). By direction of the Commission. Magalie R. Salas, Secretary. [FR Doc. E7–3549 Filed 2–28–07; 8:45 am] rmajette on PROD1PC67 with PROPOSALS BILLING CODE 6717–01–P DEPARTMENT OF THE TREASURY Internal Revenue Service 26 CFR Part 1 [REG–157834–06] RIN 1545–BG28 Corporate Reorganizations; Additional Guidance on Distributions Under Sections 368(a)(1)(D) and 354(b)(1)(B) Internal Revenue Service (IRS), Treasury. ACTION: Notice of proposed rulemaking 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 amend § 1.368–2T(l), which provides 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 are issued and distributed in the transaction. These regulations clarify that the rules in § 1.368–2T(l) are not intended to affect the qualification of related party triangular asset acquisitions as reorganizations described in section 368. These regulations affect corporations engaging in such transactions and their 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 May 30, 2007. ADDRESSES: Send submissions to: CC:PA:LPD:PR (REG–157834–06), Internal Revenue Service, P.O. Box 7604, Ben Franklin Station, Washington, DC 20044. Submissions may be hand delivered to CC:PA:LPD:PR (REG– 157834–06), Courier Desk, Internal Revenue Service, 1111 Constitution Avenue, NW., Washington, DC, or sent electronically, via the IRS Internet site at https://www.irs.gov/regs or via the Federal eRulemaking Portal at https:// www.regulations.gov (IRS REG–157834– 06). FOR FURTHER INFORMATION CONTACT: Concerning the proposed regulations, Bruce A. Decker, (202) 622–7550; concerning submission of comments, requests for a public hearing, and/or a publication and regulations specialist, Kelly Banks, (202) 622–7180. SUPPLEMENTARY INFORMATION: Background Temporary regulations in the Rules and Regulations section of this issue of VerDate Aug<31>2005 14:56 Feb 28, 2007 Jkt 211001 PO 00000 Frm 00012 Fmt 4702 Sfmt 4702 the Federal Register amend 26 CFR part 1. The temporary regulations amend § 1.368–2T(l), which provides 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 are issued and distributed in the transaction. 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 regulations clarify that the rules in § 1.368–2T(l) are not intended to affect the qualification of related party triangular asset acquisitions as reorganizations described in section 368. 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 regulations do 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. 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). E:\FR\FM\01MRP1.SGM 01MRP1 Federal Register / Vol. 72, No. 40 / Thursday, March 1, 2007 / Proposed Rules 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 as follows: Authority: 26 U.S.C. 7805 * * * Par. 2. Section 1.368–2 is amended by adding paragraph (l)(2)(iv) to read as follows: § 1.368–2 Definition of terms. * * * * * [The text of this proposed amendment to § 1.368–2(l)(2)(iv) is the same as the text of § 1.368–2T(l)(2)(iv) published elsewhere in this issue of the Federal Register]. Kevin M. Brown, Deputy Commissioner for Services and Enforcement. [FR Doc. E7–3533 Filed 2–28–07; 8:45 am] BILLING CODE 4830–01–P ENVIRONMENTAL PROTECTION AGENCY 40 CFR Part 81 [EPA–HQ–OAR–2003–0090; FRL–8282–8] RIN 2060–AO05 Final Extension of the Deferred Effective Date for 8-Hour Ozone National Ambient Air Quality Standards for the Denver Early Action Compact Environmental Protection Agency (EPA). ACTION: Proposed rule. rmajette on PROD1PC67 with PROPOSALS AGENCY: SUMMARY: The EPA is proposing to extend the deferred effective date of the air quality designation for the Denver Early Action Compact (EAC) from July 1, 2007 to April 15, 2008. Early Action Compact areas have agreed to reduce ground-level ozone pollution earlier than the Clean Air Act (CAA) requires. On November 29, 2006, EPA extended the deferred effective date for the Denver EAC area from December 31, 2006, to July 1, 2007. In the same rulemaking, EPA also extended the deferred effective date for 13 other EAC areas from December 31, 2006 to April 15, 2008. In the November 29, 2006, final rulemaking, EPA noted that there were issues with Denver’s EAC that VerDate Aug<31>2005 14:56 Feb 28, 2007 Jkt 211001 would need to be addressed before EPA would extend their deferral until April 15, 2008. DATES: Comments must be received on or before April 2, 2007. ADDRESSES: Submit your comments, identified by Docket ID No. EPA–HQ– OAR–2003–0090, by one of the following methods: • https://www.regulations.gov: Follow the on-line instructions for submitting comments. • E-mail: A-and-R-Docket@epa.gov. • Fax: (202) 566–1741. • Mail: Docket EPA–HQ–OAR–2003– 0090, Environmental Protection Agency, Mailcode: 6102T, 1200 Pennsylvania Avenue, Northwest, Washington, DC 20460. Please include two copies. • Hand Delivery: Deliver your comments to: Air Docket, Environmental Protection Agency, 1301 Constitution Avenue, NW., Room 3334, Washington, DC 20004, Attention Docket ID No. EPA–HQ–OAR–2003– 0090. Such deliveries are only accepted during the Docket’s normal hours of operation, and special arrangements should be made for deliveries of boxed information. Instructions: Direct your comments to Docket ID No. EPA–HQ–OAR–2003– 0090. The EPA’s policy is that all comments received will be included in the public docket without change and may be made available online at https://www.regulations.gov, including any personal information provided, unless the comment includes information claimed to be Confidential Business Information (CBI) or other information whose disclosure is restricted by statute. Do not submit information that you consider to be CBI or otherwise protected through https:// www.regulations.gov or e-mail. The https://www.regulations.gov Web site is an ‘‘anonymous access’’ system, which means EPA will not know your identity or contact information unless you provide it in the body of your comment. If you send an e-mail comment directly to EPA without going through https:// www.regulations.gov, your e-mail address will be automatically captured and included as part of the comment that is placed in the public docket and made available on the Internet. If you submit an electronic comment, EPA recommends that you include your name and other contact information in the body of your comment with any disk or CD–ROM you submit. If EPA cannot read your comment due to technical difficulties and cannot contact you for clarification, EPA may not be able to consider your comment. Electronic files should avoid the use of special PO 00000 Frm 00013 Fmt 4702 Sfmt 4702 9285 characters, any form of encryption, and be free of any defects or viruses. For further information about EPA’s public docket visit the EPA Docket Center homepage at https://www.epa.gov/ epahome/dockets.htm. Docket: All documents in the docket are listed in the https:// www.regulations.gov index. Although listed in the index, some information is not publicly available, e.g., CBI or other information whose disclosure is restricted by statute. Certain other material, such as copyrighted material, will be publicly available only in hard copy. Publicly available docket materials are available either electronically in https:// www.regulations.gov or in hard copy at the EPA Docket Center, EPA/DC, EPA West, Room 3334, 1301 Constitution Avenue, NW., Washington, DC. The Public Reading Room is open from 8:30 a.m. to 4:30 p.m., Monday through Friday, excluding legal holidays. A reasonable fee may be charged for copying. The telephone number for the Public Reading Room is (202) 566–1744, and the telephone number for the Air Docket is (202) 566–1742. FOR FURTHER INFORMATION CONTACT: Ms. Barbara Driscoll, Office of Air Quality Planning and Standards, U.S. Environmental Protection Agency, Mail Code C539–04, Research Triangle Park, NC 27711, phone number (919) 541– 1051 or by e-mail at: driscoll.barbara@epa.gov or Mr. David Cole, Office of Air Quality Planning and Standards, U.S. Environmental Protection Agency, Mail Code C304–05, Research Triangle Park, NC 27711, phone number (919) 541–5565 or by email at: cole.david@epa.gov. SUPPLEMENTARY INFORMATION: I. General Information A. Does This Action Apply to Me? This action applies only to the Denver Early Action Compact (EAC) area. B. What Should I Consider as I Prepare My Comment for EPA? 1. Submitting CBI. Do not submit information that you consider to be CBI electronically through https:// www.regulations.gov or e-mail. Clearly mark the part or all of the information that you claim to be CBI. For CBI information in a disk or CD ROM that you mail to EPA, mark the outside of the disk or CD ROM as CBI and then identify electronically within the disk or CD ROM the specific information that is claimed as CBI. In addition to one complete version of the comment that includes information claimed as CBI, a copy of the comment that does not E:\FR\FM\01MRP1.SGM 01MRP1

Agencies

[Federal Register Volume 72, Number 40 (Thursday, March 1, 2007)]
[Proposed Rules]
[Pages 9284-9285]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-3533]


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DEPARTMENT OF THE TREASURY

Internal Revenue Service

26 CFR Part 1

[REG-157834-06]
RIN 1545-BG28


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

AGENCY: Internal Revenue Service (IRS), Treasury.

ACTION: Notice of proposed rulemaking 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 amend 
Sec.  1.368-2T(l), which provides 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 are issued and distributed in the transaction. These 
regulations clarify that the rules in Sec.  1.368-2T(l) are not 
intended to affect the qualification of related party triangular asset 
acquisitions as reorganizations described in section 368. These 
regulations affect corporations engaging in such transactions and their 
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 May 30, 2007.

ADDRESSES: Send submissions to: CC:PA:LPD:PR (REG-157834-06), Internal 
Revenue Service, P.O. Box 7604, Ben Franklin Station, Washington, DC 
20044. Submissions may be hand delivered to CC:PA:LPD:PR (REG-157834-
06), Courier Desk, Internal Revenue Service, 1111 Constitution Avenue, 
NW., Washington, DC, or sent electronically, via the IRS Internet site 
at https://www.irs.gov/regs or via the Federal eRulemaking Portal at 
https://www.regulations.gov (IRS REG-157834-06).

FOR FURTHER INFORMATION CONTACT: Concerning the proposed regulations, 
Bruce A. Decker, (202) 622-7550; concerning submission of comments, 
requests for a public hearing, and/or a publication and regulations 
specialist, Kelly Banks, (202) 622-7180.

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 amend Sec.  1.368-2T(l), which provides 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 are issued and distributed in the transaction. 
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 regulations clarify that the rules in Sec.  1.368-2T(l) are 
not intended to affect the qualification of related party triangular 
asset acquisitions as reorganizations described in section 368.

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 regulations do 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. 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).

[[Page 9285]]

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 as 
follows:

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

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


Sec.  1.368-2  Definition of terms.

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

Kevin M. Brown,
Deputy Commissioner for Services and Enforcement.
[FR Doc. E7-3533 Filed 2-28-07; 8:45 am]
BILLING CODE 4830-01-P
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