Extract to table

First, robust corporate-level business purposes must be established and articulated that are independent of the fund-level monetization objectives of Harrowgate Private Equity Fund IV, L

Statutory Provision — IRC § 355(a)(1)(B) Section 355(a) of the Code provides that, under certain circumstances, no gain or loss shall be recognized to a shareholder upon the receipt of stock of a controlled corporation that is distributed by a distributing corporation

To qualify for this tax-free treatment, however, the transaction must satisfy several requirements, including the requirement set forth in Section 355(a)(1)(B)

To constitute a "prearranged" sale, there must be concrete discussions, negotiations, or understandings with identified counterparties regarding specific transaction terms

The purpose must be "a real and substantial non Federal tax purpose germane to the business of the distributing corporation, the controlled corporation, or the affiliated group

The § 355(e) analysis and the device analysis share common factual predicates, particularly with respect to pre-spin exit discussions by HPE Fund IV, and the conclusions of the two analyses must be internally consistent