Page:United States Statutes at Large Volume 52.djvu/595

 PUBLIC LAWS-CH. 289-MAY 28, 1938 Transfers within system group. Propertydistributed to corporation as a shareholder. If property consists of stock, etc., issued by corporation from which received. Use in retirement of stock. Exception. Exchanges notsolely in kind. Distribution which has the effect of dis- tribution of taxable dividend. Application of sec- tion. in such corporation, no gain to the distributee from the receipt of the stock or securities so distributed shall be recognized. (d) TRANSrFER WITHIN SYSTEM GROUP. -(1) No gain or loss shall be recognized to a corporation which is a member of a system group (A) if such corporation transfers property to another corporation which is a member of the same system group in exchange for other property, and the exchange by each corporation is made in obedience to an order of the Securities and Exchange Commission, or (B) if there is distributed to such corporation as a shareholder in a corpora- tion which is a member of the same system group, property, without the surrender by such shareholder of stock or securities in the cor- poration making the distribution, and the distribution is made and received in obedience to an order of the Securities and Exchange Commission. If an exchange by or a distribution to a corporation with respect to which no gain or loss is recognized under any of the provisions of this paragraph may also be considered to be within the provisions of subsection (a), (b), or (c), then the provisions of this paragraph only shall apply. (2) If the property received upon an exchange which is within any of the provisions of paragraph (1) of this subsection consists in whole or in part of stock or securities issued by the corporation from which such property was received, and if in obedience to an order of the Securities and Exchange Commission such stock or securities (other than stock which is not preferred as to both dividends and assets) are sold and the proceeds derived therefrom are applied in whole or in part in the retirement or cancellation of stock or of secu- rities of the recipient corporation outstanding at the time of such exchange, no gain or loss shall be recognized to the recipient corpora- tion upon the sale of the stock or securities with respect to which such order was made; except that if any part of the proceeds derived from the sale of such stock or securities is not so applied, or if the amount of such proceeds is in excess of the fair market value of such stock or securities at the time of such exchange, the gain, if any, shall be recognized, but in an amount not in excess of the proceeds which are not so applied, or in an amount not more than the amount by which the proceeds derived from such sale exceed such fair market value, whichever is the greater. (e) EXCHANGES NOT SOLmLY IN KIND. -(1) If an exchange (not within any of the provisions of subsection (d)) would be within the provisions of subsection (a) or (b) if it were not for the fact that property received in exchange consists not only of property per- mitted by such subsection to be received without the recognition of gain or loss, but also of other property or money, then the gain, if any, to the recipient shall be recognized, but in an amount not in excess of the sum of such money and the fair market value of such other property, and the loss, if any, to the recipient shall not be recognized. (2 nIf an exchange is within the provisions of paragraph (1) of this subsection and if it includes a distribution which has the effect of the distribution of a taxable dividend, then there shall be taxed as a dividend to each distributee such an amount of the gain recognized under such paragraph (1) as is not in excess of his ratable share of the undistributed earnings and profits of the corporation accumulated after February 28, 1913. The remainder, if any, of the gain recog- nized under such paragraph (1) shall be taxed as a gain from the exchange of property. (f) APPrCATION OF SECTION.-The provisions of this section shall not apply to an exchange or distribution unless (1) the order of the Securities and Exchange Commission in obedience to which such 554 [52 STAT.

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