Page:United States Statutes at Large Volume 104 Part 2.djvu/872

 104 STAT. 1388-464 PUBLIC LAW 101-508 —NOV. 5. 1990 taken into account under principles similar to the principles of section 1272(a)." 26 USC 305 note. (b) EFFECTIVE DATE.— (1) IN GENERAL.—Except as provided in paragraph (2), the amendment made by subsection (a) shall apply to stock issued after October 9, 1990. (2) EXCEPTION.— The amendment made by subsection (a) shall not apply to any stock issued after October 9, 1990, if— (A) such stock is issued pursuant to a written binding contract in effect on October 9, 1990, and at all times thereafter before such issuance, (B) such stock is issued pursuant to a registration or offering statement filed on or before October 9, 1990, with a Federal or State agency regulating the offering or sale of securities and such stock is issued before the date 90 days after the date of such filing, or (C) such stock is issued pursuant to a plan filed on or before October 9, 1990, in a title 11 or similar case-<as defined in section 368(a)(3)(A) of the Internal Revenue Code of 1986). SEC. 11323. MODIFICATIONS TO SECTION 1060. (a) EFFECT OF ALLOCATION AGREEMENTS.— Subsection (a) of section 1060 (relating to special allocation rules for certain asset allocations) is amended by adding at the end thereof the following new sentence: "If in connection with an applicable asset acquisition, the transferee and transferor agree in writing as to the allocation of any consideration, or as to the fair market value of any of the assets, such agreement shall be binding on both the transferee and transferor unless the Secretary determines that such allocation (or fair market value) is not appropriate." (b) INFORMATION REQUIRED IN CASE OF CERTAIN TRANSFERS OF INTEREST IN ENTITIES.— (1) IN GENERAL.— Section 1060 is amended by redesignating subsection (e) as subsection (f) and by inserting after subsection (d) the following new subsection: " (e) INFORMATION REQUIRED IN CASE OF CERTAIN TRANSFERS OF INTERESTS IN ENTITIES. — "(1) IN GENERAL. — If— "(A) a person who is a 10-percent owner with respect to any entity transfers an interest in such entity, and (B) in connection with such transfer, such owner (or a related person) enters into an employment contract, covensint not to compete, royalty or lease agreement, or other agreement with the transferee, such owner and the transferee shall, at such time and in such manner as the Secretary may prescribe, furnish such information as the Secretary may require. "(2) 10-PERCENT OWNER. — For purposes of this subsection— "(A) IN GENERAL. — The term '10-percent owner' means, with respect to any entity, any person who holds 10 percent or more (by value) of the interests in such entity immediately before the transfer. "(B) CONSTRUCTIVE OWNERSHIP.— Section 318 shall apply in determining ownership of stock in a corporation. Similar principles shall apply in determining the ownership of interests in any other entity.

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