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(2)) of subsection (n) of this section applies, the determination of the amount which is a dividend shall be made solely hy reference to the earnings and profits of the acquiring corporation.

(B) WHERE SUBSECTION (a) (2) APPLIES. - In the case of any acquisition of stock to which subsection (a) (2) of this section applies, the determination of the amount which is a dividend shall be made as if the property were distributed by the acquiring corporation to the issuing corporation and immediately thereafter

distributed by the issuing corporation. (c) CONTROL.

(1) IN GENERAL.- For purposes of this section, control means the ownership of stock possessing at least 50 percent of the total combined voting power of all classes of stock entitled to vote, or at least 50 percent of the total value of shares of all classes of stock. If a person (or persons) is in control (within the meaning of the preceding sentence) of a corporation which in turn owns at least 50 percent of the total combined voting power of all stock entitled to vote of another corporation, or owns at least 50 percent of the total value of the shares of all classes of stock of another corporation, then such person (or persons) shall be treated as in control of such other corporation.

(2) CONSTRUCTIVE OWNERSHIP.-Section 318 (a) (relating to the constructive ownership of stock) shall apply for purposes of determining control under paragraph (1). For purposes of the preceding sentence, section 318 (a) (2) (C) shall be applied without regard to

the 50 percent limitation contained therein. SEC. 305. DISTRIBUTIONS OF STOCK AND STOC RIGHTS.

(a) GENERAL RULE.—Except as provided in subsection (b), gross income does not include the amount of any distribution made by a corporation to its shareholders, with respect to the stock of such corporation, in its stock or in rights to acquire its stock

(b) DISTRIBUTIONS IN LIEU OF MONEY.-Subsection (a) shall not apply to a distribution by a corporation of its stock (or rights to acquire its stock), and the distribution shall be treated as a distribution of property to which section 301 applies

(1) to the extent that the distribution is made in discharge of preference dividends for the taxable year of the corporation in which the distribution is made or for the preceding taxable year; or

(2) if the distribution is, at the election of any of the shareholde rs (whether exercised before or after the declaration thereof), payable either

(A) in its stock (or in rights to acquire its stock), or

(B) in property. (c) Cross REFERENCES.For special rules

(1) Relating to the receipt of stock and stock rights in corporate organizations and reorganizations, see part III (sec. 351 and following).

(2) In the case of a distribution which results in a gist, see section 2501 and following.

(3) In the case of a distribution which has the effect of the payment of compensation, see section 61 (a) (1).

SEC. 306. DISPOSITIONS OF CERTAIN STOCK.

(a) GENERAL RULE.-If a shareholder sells or otherwise disposes of section 306 stock (as defined in subsection (c))

(1) DISPOSITIONS OTHER THAN REDEMPTIONS.—If such disposition is not a redemption (within the meaning of section 317 (b))

(A) The amount realized shall be treated as gain from the sale of property which is not a capital asset. This subparagraph shall not apply to the extent that

(i) the amount realized, exceeds

(ii) such stock's ratable share of the amount which would have been a dividend at the time of distribution if (in lieu of section 306 stock) the corporation had distributed money in an amount equal to the fair market value of the stock at the time of distribution. (B) Any excess of the amount realized over the sum of

(i) the amount treated under subparagraph (A) as gain from the sale of property which is not a capital asset, plus

(ii) the adjusted basis of the stock,
shall be treated as gain from the sale of such stock.

(C) No loss shall be recognized. (2) REDEMPTION.-If the disposition is a redemption, the amount realized shall be treated as a distribution of property to which section 301 applies. (b) EXCEPTIONS.—Subsection (a) shall not apply(1) TERMINATION OF SHAREHOLDER'S INTEREST. (A) NOT IN REDEMPTION.—If the disposition

(i) is not a redemption;

(ii) is not, directly or indirectly, to a person the ownership of whose stock would (under section 318 (a)) be attributable to the shareholder; and

(iii) terminates the entire stock interest of the shareholder in the corporation (and for purposes of this clause, section 318 (a) shall apply).

(B) IN REDEMPTION.-If the disposition is a redemption and section 302 (b) (3) applies.

(2) LIQUIDATIONS.—If the section 306 stock is redeemed in a distribution in partial or complete liquidation to which part II (sec. 331 and following) applies.

(3) WHERE GAIN OR LOSS IS NOT RECOGNIZED.—To the extent that, under any provision of this subtitle, gain or loss to the shareholder is not recognized with respect to the disposition of the section 306 stock.

(4) TRANSACTIONS NOT IN AVOIDANCE.-If it is established to the satisfaction of the Secretary or his delegate

(A) that the distribution, and the disposition or redemption, or

(B) in the case of a prior or simultaneous disposition (or redemption) of the stock with respect to which the section 306 stock disposed of (or redeemed) was issued, that the disposition (or

redemption) of the section 306 stock, was not in pursuance of a plan having as one of its principal purposes the avoidance of Federal income tax.

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(c) SECTION 306 Stock DEFINED.

(1) IN GENERAL.-For purposes of this subchapter, the term "section 306 stock” means stock which meets the requirements of subparagraph (A), (B), or (C) of this paragraph.

(A) DISTRIBUTED TO SELLER.–Stock (other than common stock issued with respect to common stock) which was distributed to the shareholder selling or otherwise disposing of such stock if, by reason of section 305 (a), any part of such distribution was not includible in the gross income of the shareholder.

(B) RECEIVED IN A CORPORATE REORGANIZATION OR SEPARATION.--Stock which is not common stock and

(i) which was received, by the shareholder selling or otherwise disposing of such stock, in pursuance of a plan of reorganization (within the meaning of section 368 (a)), or in a distribution or exchange to which section 355 (or so much of section 356 as relates to section 355) applied, and

(ii) with respect to the receipt of which gain or loss to the shareholder was to any extent not recognized by reason of part III, but only to the extent that either the effect of the transaction was substantially the same as the receipt of a stock dividend, or the stock was received in exchange for section

306 stock. For purposes of this section, a receipt of stock to which the foregoing provisions of this subparagraph apply shall be treated as a distribution of stock.

(C) STOCK HAVING TRANSFERRED OR SUBSTITUTED BASIS. Except as otherwise provided in subparagraph (B), stock the basis of which in the hands of the shareholder selling or otherwise disposing of such stock) is determined by reference to the basis (in the hands of such shareholder or any other person) of section 306 stock.

(2) EXCEPTION WHERE NO EARNINGS AND PROFITS.-For purposes of this section, the term "section 306 stock” does not include any stock no part of the distribution of which would have been a dividend at the time of the distribution if money had been distributed in lieu of the stock. (d) Stock Rights.-For purposes of this section

(1) stock rights shall be treated as stock, and

(2) stock acquired through the exercise of stock rights shall be treated as stock distributed at the time of the distribution of the stock rights, to the extent of the fair market value of such rights at the time of the distribution. (e) CONVERTIBLE Stock.-For purposes of subsection (c)

(1) if section 306 stock was issued with respect to common stock and later such section 306 stock is exchanged for common

stock in the same corporation (whether or not such exchange is pursuant to a conversion privilege contained in the section 306 stock), then (except as provided in paragraph (2)) the common stock so received shall not be treated as section 306 stock; and

(2) common stock with respect to which there is a privilege of converting into stock other than common stock (or into property), whether or not the conversion privilege is contained in such stock, shall not be treated as common stock.

(f) SOURCE OF GAIN.—The amount treated under subsection (a) (1) (A) as gain from the sale of property which is not a capital asset shall, for purposes of part I of subchapter N (sec. 861 and following, relating to determination of sources of income), be treated as derived from the same source as would have been the source if money had been received from the corporation as a dividend at the time of the distribution of such stock. If under the preceding sentence such amount is determined to be derived from sources within the United States, such amount shall be considered to be fixed or determinable annual or periodical gains, profits, and income within the meaning of section 871 (a) or section 881 (a), as the case may be.

(g) CHANGE IN TERMS AND CONDITIONS OF STOCK.-If a substantial change is made in the terms and conditions of any stock, then, for purposes of this section

(1) the fair market value of such stock shall be the fair market value at the time of the distribution or at the time of such change, whichever such value is higher;

(2) such stock's ratable share of the amount which would have been a dividend if money bad been distributed in lieu of stock shall be determined as of the time of distribution or as of the time of such change, whichever such ratable share is higher; and

(3) subsection (c) (2) shall not apply unless the stock meets the requirements of such subsection both at the time of such distribution and at the time of such change.

(h) STOCK RECEIVED IN DISTRIBUTIONS AND REORGANIZATIONS TO WHICH 1939 CODE APPLIED.-If stock

(1) was received in a distribution or reorganization to which the Internal Revenue Code of 1939 (or the corresponding provisions of prior law) applied,

(2) such stock would have been section 306 stock if this Code applied to such distribution or reorganization, and

(3) such stock is disposed of or redeemed on or after June 22, 1954, then the foregoing subsections of this section shall not apply in respect of such disposition or redemption. The extent to which such disposition or redemption shall be treated as a dividend shall be determined as if the Internal Revenue Code of 1939 (as modified by the provisions of this Code other than the foregoing subsections this section) continued to apply in respect of such disposition or redemption. SEC. 307. BASIS OF STOCK AND STOCK RIGHTS ACQUIRED IN DIS.

TRIBUTIONS. (a) GENERAL RULE.—If a shareholder in a corporation receives its stock or rights to acquire its stock (referred to in this subsection as "new stock") in a distribution to which section 305 (a) applies, then the basis of such new stock and of the stock with respect to which it is distributed (referred to in this section as "old stock"), respectively, shall, in the shareholder's hands, be determined by allocating between the old stock and the new stock the adjusted basis of the old stock. Such allocation shall be made under regulations prescribed by the Secretary or his delegate.

(b) EXCEPTION FOR CERTAIN STOCK Rights. (1) IN GENERAL.-11

(A) a corporation distributes rights to acquire its stock to a shareholder in a distribution to which section 305 (a) applies, and

(B) the fair market value of such rights at the time of the distribution is less than 15 percent of the fair market value of

the old stock at such time, then subsection (a) shall not apply and the basis of such rights shall be zero, unless the taxpayer elects under paragraph (2) of this subsection to determine the basis of the old stock and of the stock rights under the method of allocation provided in subsection (a).

(2) ELECTION.--The election referred to in paragraph (1) shall be made in the return filed within the time prescribed by law (including extensions thereof) for the taxable year in which such rights were received. Such election shall be made in such manner as the Secretary or his delegate may by regulations prescribe, and shall be irrevocable when made. (c) Cross REFERENCE.

For basis of stock and stock rights distributed before June 22, 1954, see section 1052.

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Subpart B-Effects on Corporation
Sec. 311. Taxability of corporation on distribution.

Sec. 312. Effect on earnings and profits.
SEC. 311. TAXABILITY OF CORPORATION ON DISTRIBUTION.

(a) GENERAL RULE.—Except as provided in subsections (b) and (c) of this section and section 453 (d), no gain or loss shall be recognized to a corporation on the distribution, with respect to its stock, of

(1) its stock (or rights to acquire its stock), or

(2) property. (b) LIFO INVENTORY.

(1) RECOGNITION OF GAIN.-If a corporation inventorying goods under the method provided in section 472 (relating to last-in, firstout inventories) distributes inventory assets (as defined in paragraph (2) (A)), then the amount (if any) by which

(A) the inventory amount (as defined in paragraph (2) (B)) of such assets under a method authorized by section 471 (relating to general rule for inventories), exceeds

(B) the inventory amount of such assets under the method provided in section 472, shall be treated as gain to the corporation recognized from the sale of such inventory assets. (2) DEFINITIONS.--For purposes of paragraph (1)

(A) INVENTORY ASSETS.—The term “inventory assets” means stock in trade of the corporation, or other property of a kind which would properly be included in the inventory of the corporation if on hand at the close of the taxable year.

(B) INVENTORY AMOUNT.—The term "inventory amount" means, in the case of inventory assets distributed during a tax

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