KPMG report: Determining control in public M&A transactions

Gathering and interpreting data for purposes of applying section 304(c) in public M&A transactions

KPMG report

The IRS issued a private letter ruling—PLR 202141005—that concludes that section 304 did not apply to an acquisition of the stock of a publicly traded corporation based on information provided by the taxpayer.

The private letter ruling illustrates the difficulty of determining whether the same persons control an issuing corporation and acquiring corporation under section 304(c) in mergers and acquisitions (M&A) transactions between publicly traded corporations.

Read a December 2021 report* [PDF 1.1 MB] that discusses some broad inferences that can be drawn from the IRS’s view of the sufficiency of some methods of gathering and interpreting data for purposes of applying section 304(c) in public M&A transactions. 

*Originally appearing in Tax Notes Federal (December 13, 2021) and reprinted with permission of the publisher.


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