Corporate Reorganizations; Guidance on the Measurement of Continuity of Interest, 12169-12170 [2019-06159]
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Federal Register / Vol. 84, No. 62 / Monday, April 1, 2019 / Proposed Rules
responsible for radiation protection
within 15 days following completion of
the assembly.
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PART 1040—PERFORMANCE
STANDARDS FOR LIGHT-EMITTING
PRODUCTS
13. The authority citation for part
1040 continues to read as follows:
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Authority: 21 U.S.C. 351, 352, 360, 360e–
360j, 360hh–360ss, 371, 381.
14. Section 1040.10 is amended by
revising paragraph (a) to read as follows:
■
§ 1040.10
Laser products.
(a) Applicability. The provisions of
this section and § 1040.11, are
applicable to all laser products, except
when:
(1) Incorporation of an uncertified
laser product intended to be used as a
component or replacement for an
electronic product—The provisions of
this section and § 1040.11 are not
applicable to an uncertified laser
product that is incorporated into an
electronic product that is then certified
by the manufacturer of such finished
electronic product in accordance with
§ 1010.2 of this chapter, when:
(i) Such a laser product is either sold
to a manufacturer of an electronic
product for use as a component (or
replacement) in such electronic product,
or
(ii) Sold by or for such a manufacturer
of an electronic product for use as a
component (or replacement) in such
electronic product, provided that such
laser product:
(A) Is accompanied by a general
warning notice that adequate
instructions for the safe installation of
the laser product are provided in
servicing information available from the
complete laser product manufacturer
under paragraph (h)(2)(ii) of this
section, and should be followed,
(B) Is labeled with a statement that it
is designated for use solely as a
component of such electronic product
and therefore does not comply with the
appropriate requirements of this section
and § 1040.11 for complete laser
products, and
(C) Is not a removable laser system as
described in paragraph (c)(2) of this
section; and
(iii) The manufacturer of such a laser
product, if manufactured after August
20, 1986:
(A) Registers, and provides a listing
by type of such laser products
manufactured that includes the product
name, model number and laser medium
or emitted wavelength(s), and the name
and address of the manufacturer. The
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manufacturer must submit the
registration and listing to the Director,
Center for Devices and Radiological
Health, Food and Drug Administration,
10903 New Hampshire Ave., Bldg. 66,
Rm. G609, Silver Spring, MD 20993–
0002. Alternatively, reports may be
submitted electronically through Center
for Devices and Radiological Health
eSubmitter.
(B) Maintains and allows access to
any sales, shipping, or distribution
records that identify the purchaser of
such a laser product by name and
address, the product by type, the
number of units sold, and the date of
sale (shipment). These records shall be
maintained and made available as
specified in § 1002.31 of this chapter.
(2) Incorporation of a certified laser
product into another product—The
provisions of this section and § 1040.11
are applicable to a manufacturer of a
laser product and are not applicable as
specified to a manufacturer who
incorporates such laser product
manufactured or assembled after August
1, 1976, into another product, when:
(i) The manufacturer of such
incorporated laser product is not a laser
product intended for use as a
component or replacement as described
in paragraphs (a)(1)(i) and (ii) of this
section,
(ii) The manufacturer of the
incorporated laser product certifies such
a laser product under § 1010.2 of this
chapter,
(iii) The incorporated laser product is
not modified as defined in paragraph (i)
of this section,
(iv) The incorporated laser product is
installed in accordance with the
instructions for the incorporated laser
product as provided by the
manufacturer of the incorporated laser
product,
(v) The manufacturer of the
incorporating product provides with the
incorporating product the user
information required under paragraph
(h) of this section,
(vi) The labeling requirements of
§§ 1010.3 of this chapter and 1040.10(g)
for the incorporated laser product
would be met when the incorporated
laser product is removed from the
incorporating product,
(vii) The labeling requirements of
§ 1040.10(g) for the incorporated laser
product would be met in any service
configuration of the incorporated laser
product, even when that incorporated
laser product could be serviced without
removal from the incorporating product,
and
(viii) The manufacturer of the
incorporating product otherwise meets
the requirements under this subchapter
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12169
applicable to distributors of laser
products (§§ 1002.40 and 1002.41 of this
chapter).
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PART 1050—[REMOVED AND
RESERVED]
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15. Remove and reserve part 1050.
Dated: March 19, 2019.
Scott Gottlieb,
Commissioner of Food and Drugs.
[FR Doc. 2019–05822 Filed 3–29–19; 8:45 am]
BILLING CODE 4164–01–P
DEPARTMENT OF THE TREASURY
Internal Revenue Service
26 CFR Part 1
[REG–124627–11]
RIN 1545–BK43
Corporate Reorganizations; Guidance
on the Measurement of Continuity of
Interest
Internal Revenue Service (IRS),
Treasury.
ACTION: Withdrawal of notice of
proposed rulemaking.
AGENCY:
This document withdraws a
notice of proposed rulemaking that
would have provided guidance on how
to determine whether certain
transactions satisfy the continuity of
interest (COI) requirement under
§ 1.368–1(e), applicable to certain
corporate reorganizations described in
section 368 of the Internal Revenue
Code of 1986 (Code). The proposed
regulations being withdrawn would
have affected corporations and their
shareholders.
SUMMARY:
As of April 1, 2019, the proposed
amendment to § 1.368–1 in the notice of
proposed rulemaking (REG–124627–11)
that was published in the Federal
Register (76 FR 78591) on December 19,
2011, is withdrawn.
FOR FURTHER INFORMATION CONTACT: Jean
R. Broderick at (202) 317–6848 (not a
toll-free number).
SUPPLEMENTARY INFORMATION:
DATES:
Background
The provisions of subchapter C,
chapter 1, of the Code generally provide
nonrecognition treatment for corporate
transactions that are described as
reorganizations in section 368. The COI
requirement is one of a number of
requirements that a transaction must
satisfy in order to qualify as a
reorganization. The COI requirement
E:\FR\FM\01APP1.SGM
01APP1
12170
Federal Register / Vol. 84, No. 62 / Monday, April 1, 2019 / Proposed Rules
prevents transactions that resemble
sales from qualifying as reorganizations.
Pinellas Ice & Cold Storage Co. v.
Commissioner, 287 U.S. 462 (1933).
The COI requirement requires that, in
substance, a substantial part of the value
of the target corporation (Target)
shareholders’ proprietary interests (i.e.,
stock) in Target be preserved. Section
1.368–1(e)(1)(i); John A. Nelson Co. v.
Helvering, 296 U.S. 374 (1935). A Target
shareholder’s proprietary interest in
Target is preserved to the extent it is
exchanged for either the stock of the
acquiring corporation (Acquiror) or, in
the case of a triangular reorganization
(as defined in § 1.358–6(b)(2)), the stock
of a corporation in control (within the
meaning of section 368(c)) of Acquiror
(in either case, Issuing Corporation
stock). To the extent the Target
shareholders’ proprietary interests are
exchanged for money or other property,
their proprietary interests are not
preserved. Section 1.368–1(e)(1)(i).
To determine whether a substantial
part of the Target shareholders’
proprietary interests has been preserved,
the value of the Issuing Corporation
stock the Target shareholders received is
compared to the aggregate value of the
consideration the Target shareholders
received. Prior to 2011, the
determination of whether the COI
requirement is satisfied had been based
on the value of the Issuing Corporation
stock ‘‘as of the effective date of the
reorganization’’ (Closing Date). Rev.
Proc. 77–37 (1977–2 C.B. 568).
On December 19, 2011, the
Department of the Treasury (Treasury
Department) and the IRS issued final
regulations (TD 9565, 76 FR 78540) that
include a special rule (Signing Date
Rule) that applies if a binding contract
to effect a potential reorganization
provides for fixed consideration (as
defined in § 1.368–1(e)(2)(iii)(A)) to be
exchanged for the Target shareholders’
proprietary interests. Section 1.368–
1(e)(2)(i). If the Signing Date Rule
applies, the consideration is valued as
of the end of the last business day before
the first date there is a binding contract
(Pre-signing Date), rather than on the
Closing Date.
On the same date, the Treasury
Department and the IRS published
proposed regulations (2011 Proposed
Regulations) (REG–124627–11, 76 FR
78591) that identified situations, other
than those covered by the Signing Date
Rule, in which the value of Issuing
Corporation stock could be determined
based on a value other than its actual
trading price on the Closing Date. In one
of these situations, the 2011 Proposed
Regulations would have allowed the
parties to use an average of the trading
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16:13 Mar 29, 2019
Jkt 247001
prices of Issuing Corporation stock over
a number of days, in lieu of its actual
trading price on the Closing Date, for
purposes of determining whether the
COI requirement is satisfied.
The Treasury Department and the IRS
have determined that current law
generally provides sufficient guidance
to taxpayers with respect to the COI
requirement. Therefore, the Treasury
Department and the IRS have decided to
withdraw the 2011 Proposed
Regulations. However, after considering
comments received on the 2011
Proposed Regulations, the IRS has
concluded that, in certain
circumstances, taxpayers should be able
to rely on certain average stock
valuation methods for purposes of
measuring COI. Accordingly, the IRS
issued a revenue procedure effective
January 23, 2018, that provides the
circumstances under which the IRS will
not challenge a taxpayer’s use of certain
stock valuation methods to value certain
Issuing Corporation stock for purposes
of determining whether the COI
requirement is satisfied. See Rev. Proc.
2018–12, I.R.B. 2018–6.
Statement of Availability of IRS
Documents
Rev. Proc. 2018–12 is published in the
Internal Revenue Bulletin and is
available from the Superintendent of
Documents, U.S. Government
Publishing Office, Washington, DC
20402, or by visiting the IRS website at
https://www.irs.gov.
Drafting Information
The principal author of this
withdrawal notice is Jean Broderick of
the Office of Associate Chief Counsel
(Corporate). However, other personnel
from the Treasury Department and the
IRS participated in its development.
List of Subjects in 26 CFR Part 1
Income taxes, Reporting and
recordkeeping requirements.
Withdrawal of Notice of Proposed
Rulemaking
Accordingly, under the authority of 26
U.S.C. 7805, the notice of proposed
rulemaking (REG–124627–11) that was
published in the Federal Register (76
FR 78591) on December 19, 2011, is
withdrawn.
■
Kirsten Wielobob,
Deputy Commissioner for Services and
Enforcement.
[FR Doc. 2019–06159 Filed 3–29–19; 8:45 am]
BILLING CODE 4830–01–P
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DEPARTMENT OF DEFENSE
Department of the Navy
32 CFR Part 775
[Docket No. USN–2018–HQ–0001]
RIN 0703–AB01
Policies and Responsibilities for
Implementation of the National
Environmental Policy Act Within the
Department of the Navy
Department of the Navy,
Department of Defense.
ACTION: Proposed rule.
AGENCY:
The Department of the Navy
(DoN) proposes to revise portions of its
internal regulations that establish the
responsibilities and procedures for
complying with the National
Environmental Policy Act (NEPA). An
agency may determine that certain
classes of actions normally do not
individually or cumulatively have
significant environmental impacts and
therefore do not require further review
under NEPA. Establishing these
categories of activities, called
categorical exclusions (CATEXs), in the
agency’s NEPA implementing
procedures is a way to reduce
unnecessary paperwork and delay. This
revision clarifies what types of activities
fall under CATEXs and normally do not
require additional NEPA analysis.
DATES: Comments must be received by
May 1, 2019.
ADDRESSES: You may submit comments,
identified by docket number and title,
by any of the following methods:
Federal eRulemaking Portal: https://
www.regulations.gov/. Follow the
instructions for submitting comments.
Mail: Department of Defense, Office of
the Deputy Chief Management Officer,
Directorate for Oversight and
Compliance, Regulatory and Advisory
Committee Division, 4800 Mark Center
Drive, Mailbox #24, Suite 08D09,
Alexandria, VA 22350–1700.
Instructions: All submissions received
must include the agency name, docket
number and title for this Federal
Register document. The general policy
for comments and other submissions
from members of the public is to make
these submissions available for public
viewing on the internet at https://
www.regulations.gov as they are
received without change, including any
personal identifiers or contact
information.
FOR FURTHER INFORMATION CONTACT: Mr.
J. Dan Cecchini, Office of the Deputy
Assistant Secretary of the Navy
(Environment), 703–614–1173.
SUMMARY:
E:\FR\FM\01APP1.SGM
01APP1
]]>Agencies
[Federal Register Volume 84, Number 62 (Monday, April 1, 2019)]
[Proposed Rules]
[Pages 12169-12170]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-06159]
=======================================================================
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DEPARTMENT OF THE TREASURY
Internal Revenue Service
26 CFR Part 1
[REG-124627-11]
RIN 1545-BK43
Corporate Reorganizations; Guidance on the Measurement of
Continuity of Interest
AGENCY: Internal Revenue Service (IRS), Treasury.
ACTION: Withdrawal of notice of proposed rulemaking.
-----------------------------------------------------------------------
SUMMARY: This document withdraws a notice of proposed rulemaking that
would have provided guidance on how to determine whether certain
transactions satisfy the continuity of interest (COI) requirement under
Sec. 1.368-1(e), applicable to certain corporate reorganizations
described in section 368 of the Internal Revenue Code of 1986 (Code).
The proposed regulations being withdrawn would have affected
corporations and their shareholders.
DATES: As of April 1, 2019, the proposed amendment to Sec. 1.368-1 in
the notice of proposed rulemaking (REG-124627-11) that was published in
the Federal Register (76 FR 78591) on December 19, 2011, is withdrawn.
FOR FURTHER INFORMATION CONTACT: Jean R. Broderick at (202) 317-6848
(not a toll-free number).
SUPPLEMENTARY INFORMATION:
Background
The provisions of subchapter C, chapter 1, of the Code generally
provide nonrecognition treatment for corporate transactions that are
described as reorganizations in section 368. The COI requirement is one
of a number of requirements that a transaction must satisfy in order to
qualify as a reorganization. The COI requirement
[[Page 12170]]
prevents transactions that resemble sales from qualifying as
reorganizations. Pinellas Ice & Cold Storage Co. v. Commissioner, 287
U.S. 462 (1933).
The COI requirement requires that, in substance, a substantial part
of the value of the target corporation (Target) shareholders'
proprietary interests (i.e., stock) in Target be preserved. Section
1.368-1(e)(1)(i); John A. Nelson Co. v. Helvering, 296 U.S. 374 (1935).
A Target shareholder's proprietary interest in Target is preserved to
the extent it is exchanged for either the stock of the acquiring
corporation (Acquiror) or, in the case of a triangular reorganization
(as defined in Sec. 1.358-6(b)(2)), the stock of a corporation in
control (within the meaning of section 368(c)) of Acquiror (in either
case, Issuing Corporation stock). To the extent the Target
shareholders' proprietary interests are exchanged for money or other
property, their proprietary interests are not preserved. Section 1.368-
1(e)(1)(i).
To determine whether a substantial part of the Target shareholders'
proprietary interests has been preserved, the value of the Issuing
Corporation stock the Target shareholders received is compared to the
aggregate value of the consideration the Target shareholders received.
Prior to 2011, the determination of whether the COI requirement is
satisfied had been based on the value of the Issuing Corporation stock
``as of the effective date of the reorganization'' (Closing Date). Rev.
Proc. 77-37 (1977-2 C.B. 568).
On December 19, 2011, the Department of the Treasury (Treasury
Department) and the IRS issued final regulations (TD 9565, 76 FR 78540)
that include a special rule (Signing Date Rule) that applies if a
binding contract to effect a potential reorganization provides for
fixed consideration (as defined in Sec. 1.368-1(e)(2)(iii)(A)) to be
exchanged for the Target shareholders' proprietary interests. Section
1.368-1(e)(2)(i). If the Signing Date Rule applies, the consideration
is valued as of the end of the last business day before the first date
there is a binding contract (Pre-signing Date), rather than on the
Closing Date.
On the same date, the Treasury Department and the IRS published
proposed regulations (2011 Proposed Regulations) (REG-124627-11, 76 FR
78591) that identified situations, other than those covered by the
Signing Date Rule, in which the value of Issuing Corporation stock
could be determined based on a value other than its actual trading
price on the Closing Date. In one of these situations, the 2011
Proposed Regulations would have allowed the parties to use an average
of the trading prices of Issuing Corporation stock over a number of
days, in lieu of its actual trading price on the Closing Date, for
purposes of determining whether the COI requirement is satisfied.
The Treasury Department and the IRS have determined that current
law generally provides sufficient guidance to taxpayers with respect to
the COI requirement. Therefore, the Treasury Department and the IRS
have decided to withdraw the 2011 Proposed Regulations. However, after
considering comments received on the 2011 Proposed Regulations, the IRS
has concluded that, in certain circumstances, taxpayers should be able
to rely on certain average stock valuation methods for purposes of
measuring COI. Accordingly, the IRS issued a revenue procedure
effective January 23, 2018, that provides the circumstances under which
the IRS will not challenge a taxpayer's use of certain stock valuation
methods to value certain Issuing Corporation stock for purposes of
determining whether the COI requirement is satisfied. See Rev. Proc.
2018-12, I.R.B. 2018-6.
Statement of Availability of IRS Documents
Rev. Proc. 2018-12 is published in the Internal Revenue Bulletin
and is available from the Superintendent of Documents, U.S. Government
Publishing Office, Washington, DC 20402, or by visiting the IRS website
at https://www.irs.gov.
Drafting Information
The principal author of this withdrawal notice is Jean Broderick of
the Office of Associate Chief Counsel (Corporate). However, other
personnel from the Treasury Department and the IRS participated in its
development.
List of Subjects in 26 CFR Part 1
Income taxes, Reporting and recordkeeping requirements.
Withdrawal of Notice of Proposed Rulemaking
0
Accordingly, under the authority of 26 U.S.C. 7805, the notice of
proposed rulemaking (REG-124627-11) that was published in the Federal
Register (76 FR 78591) on December 19, 2011, is withdrawn.
Kirsten Wielobob,
Deputy Commissioner for Services and Enforcement.
[FR Doc. 2019-06159 Filed 3-29-19; 8:45 am]
BILLING CODE 4830-01-P
