Extract to table

Treatment of MPH's Corporate Subsidiaries MPH holds ownership interests in several subsidiaries, and the federal income tax treatment of each must be analyzed separately

As to these assets, the transaction is already treated as an asset sale by operation of the disregarded entity rules — no Section 338(h)(10) election is required to achieve asset sale treatment for these assets

The requirements for a valid Section 338(h)(10) election include: (a) a qualified stock purchase of the target within the meaning of Section 338(d)(3); (b) the target must be either a member of a selling consolidated group or an S corporation; and (c) the buyer and the seller must jointly make the election by filing IRS Form 8023 within the prescribed time period

However, because Aurelius PLC is the ultimate parent of AMH and indirectly holds the investment in MPH through AMH, we must consider whether any UK tax liability could arise at the Aurelius PLC level on the indirect disposal of its investment

The investing company (Aurelius PLC) must be a trading company or a member of a trading group

The subsidiary being disposed of must itself be a trading company, or its shares must derive their value substantially from trading activities