Extract to table

Immediately after the transfer, the transferor corporation, or one or more of its shareholders (including persons who were shareholders immediately before the transfer), or any combination thereof, must be "in control" of the transferee corporation

Both elements must be satisfied for the transaction to qualify as a reorganization under § 368(a)(1)(D)

In addition, as discussed in Section V below, the judicially developed doctrine of continuity of interest must be satisfied

" The statute is satisfied by the transfer of "all" or "a part" of the transferor's assets — there is no minimum threshold, although in the divisive context the transfer must be of sufficient assets to constitute an active trade or business for purposes of § 355(b)

Integrated Analysis Required A divisive D reorganization and a § 355 distribution are inextricably linked, forming a single integrated transaction structure that must satisfy the requirements of both provisions simultaneously

The qualification under one provision is contingent upon the qualification under the other: (i) The Distribution must qualify under § 355 for the Contribution to qualify as a D reorganization under § 368(a)(1)(D)