Section of Taxation Publications
  VOL. 54
NO. 3
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 Note: The following is an excerpt from the introduction to the article as published in The Tax Lawyer. Author citations have been omitted for brevity. Tax Section members may read the article in its entirety in Adobe Acrobat format.
 A Transcontinental “A” Train? Foreign Mergers Under Section 368(A)(1)(A)
Steven A. Bank*

* Assistant Professor, Florida State University College of Law. University of Pennsylvania, B.A., 1991; University of Chicago, J.D., 1984.

This Article addresses the U.S. tax consequences of mergers between foreign corporations. The combination of the increasingly international capital markets and the global merger movement has highlighted the inequity of Treasury's current stance to deny such transactions the benefit of tax-free reorganization status under Section 368(a)(1)(A) of the Internal Revenue Code. The article argues that permitting foreign mergers to qualify as "A" reorganizations is faithful to the original intent of 368(a)(1)(A). This historical perspective also provides a framework for resolving the issue in a way that harmonizes the treatment of investors in foreign and domestic corporations and deemphasizes the Code's reliance on state corporation law.



Published by
Section of Taxation, American Bar Association
With the Assistance of
Georgetown University Law Center


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