Page:United States Statutes at Large Volume 111 Part 1.djvu/939

 PUBLIC LAW 105-34—AUG. 5, 1997 111 STAT. 915 or securities in such distributing or controlled corporation. "(iv) The acquisition of stock in a corporation if shareholders owning directly or indirectly stock possessing— "(I) more than 50 percent of the total combined voting power of all classes of stock entitled to vote, and "(11) more than 50 percent of the total value of shares of all classes of stock, in the distributing corporation or any controlled corporation before such acquisition own directly or indirectly stock possessing such vote and value in such distributing or controlled corporation after such acquisition. This subparagraph shall not apply to any acquisition if the stock held before the acquisition was acquired pursuant to a plan (or series of related transactions) described in paragraph (2)(A)(ii). "(B) ASSET ACQUISITIONS.—Except as provided in regulations, for purposes of this subsection, if the assets of the distributing corporation or any controlled corporation are acquired by a successor corporation in a transaction described in subparagraph (A), (C), or (D) of section 368(a)(1) or any other transaction specified in regulations by the Secretary, the shareholders (immediately before the acquisition) of the corporation acquiring such assets shall be treated as acquiring stock in the corporation from which the assets were acquired. "(4) DEFINITION AND SPECIAL RULES.— For purposes of this subsection— "(A) 50-PERCENT OR GREATER INTEREST.— The term '50- percent or greater interest' has the meaning given such term by subsection (d)(4). "(B) DISTRIBUTIONS IN TITLE ii OR SIMILAR CASE.— Paragraph (1) shall not apply to any distribution made in a title 11 or similar case (as defined in section 368(a)(3)). " (C) AGGREGATION AND ATTRIBUTION RULES.— "(i) AGGREGATION.—The rules of paragraph (7)(A) of subsection (d) shall apply. "(ii) ATTRIBUTION.— Section 318(a)(2) shall apply in determining whether a person holds stock or securities in any corporation. Except as provided in regulations, section 318(a)(2)(C) shall be applied without regard to the phrase '50 percent or more in value' for purposes of the preceding sentence. "(D) SUCCESSORS AND PREDECESSORS. — For purposes of this subsection, any reference to a controlled corporation or a distributing corporation shall include a reference to any predecessor or successor of such corporation. "(E) STATUTE OF LIMITATIONS. — If there is a distribution to which paragraph (1) applies— "(i) the statutory period for the assessment of any deficiency attributable to any part of the gain recognized under this subsection by reason of such distribution shall not expire before the expiration of 3 years from the date the Secretary is notified by the taxpayer

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