Page:United States Statutes at Large Volume 96 Part 1.djvu/528

 96 S T A T. 4 8 6

P U B L I C L A W 9 7 - 2 4 8 — S E P T. 3, 1982 "(2) CERTAIN REDEMPTIONS WHERE ELECTION MADE.—If, in con-

26 USC 302.

nection with a qualified stock purchase with respect to which a n election is m a d e under this section, the t a r g e t corporation m a k e s a distribution in complete redemption of all of the stock of a shareholder which qualifies under section 302(b)(3) (determined without regard to the application of section 302(c)(2)(A)(ii)), section 336 shall apply to such distribution a s if it were a distribution in complete liquidation. "(d) PURCHASING CORPORATION; T A R G E T CORPORATION; QUALIFIED STOCK P U R C H A S E. — For purposes of t h i s section— "(1) PURCHASING CORPORATION.—The term ' purchasing corpo-

ration' means any corporation which m a k e s a qualified stock purchase of stock of a n other corporation. "(2) T A R G E T

CORPORATION.—The

term

'target

corporation'

means any corporation the stock of which is acquired by a n other corporation in a qualified stock purchase. "(3) QUALIFIED STOCK P U R C H A S E. — The term 'qualified

stock

purchase' means any transaction or series of t r a n s a c t i o n s in which stock of 1 corporation possessing— "(A) a t least 80 percent of total combined voting power of all classes of stock entitled to vote, and "(B) a t least 80 percent of the total n u m b e r of s h a r e s of all other classes of stock (except nonvoting stock which is limited and preferred as to dividends), is acquired by a n other corporation by purchase during the 12-month acquisition period. "(e) DEEMED ELECTION WHERE PURCHASING ACQUIRES ASSET OF T A R G E T CORPORATION.—

CORPORATION

"(1) IN GENERAL.—A purchasing corporation shall be t r e a t e d as having m a d e a n election under this section with respect to any t a r g e t corporation if, a t any t i m e during the consistency period, it acquires any asset of the t a r g e t corporation (or a t a r g e t affiliate). "(2) EXCEPTIONS.—Paragraph (1) shall not apply with respect to any acquisition by the purchasing corporation if— "(A) such acquisition is pursuant to a sale by the t a r g e t corporation (or the t a r g e t affiliate) in the ordinary course of its trade or business, "(B) the basis of the property acquired is determined (in whole or in part) by reference to the adjusted basis of such property in the h and s of the person from whom acquired, "(C) such acquisition w a s before September, 1, 1982, "(D) to the extent provided in regulations, the property acquired is located outside the United States, or "(E) such acquisition is described in regulations prescribed by the Secretary. "(3) ANTI-AVOIDANCE RULE. — W h e n e v e r n e c e s s a r y to c a r r y out

the purpose of this subsection and subsection (f), the Secretary may t r e a t stock acquisitions which a r e pursuant to a plan and which meet the 80 percent requirements of subparagraph s (A) and (B) of subsection (d)(3) as qualified stock purchases. "(f) CONSISTENCY REQUIRED FOR A L L STOCK ACQUISITIONS F R O M S A M E AFFILIATED G R O U P. — I f a purchasing corporation m a k e s quali-

fied stock purchases with respect to the t a r g e t corporation and 1 or more t a r g e t affiliates during any consistency period, the n (except a s otherwise provided in subsection (e))—

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