Garber Industries Holding Co., Inc. - Page 17

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          “trigger” presupposes some type of transaction in the stock of              
          the loss corporation, see H. Conf. Rept. 99-841 (Vol. II), supra            
          at II-174, 1986-3 C.B. (Vol. 4) at 174, the requisite increase in           
          stock ownership within the resulting testing period need not be             
          attributable to a purchase, redemption, or, indeed, any                     
          transaction in which shares actually change hands, see sec.                 
          382(g)(1)(A) and (B).                                                       
                    b.  Consequences for Family Attribution:  Changes in              
                    Family Status                                                     
               Under a system in which an increase in one’s percentage                
          ownership of a corporation need not be associated with a                    
          transaction in which shares actually change hands, a                        
          straightforward application of the family attribution rules of              
          section 318(a) could produce “artificial” ownership increases;              
          i.e., ownership increases solely attributable to changes in                 
          family status.  For instance, under the attribution rules, the              
          ownership percentage of an individual who marries the sole                  
          shareholder of a loss corporation would thereby increase from               
          zero to 100 percent.  If the wedding occurred during a testing              
          period (which could be triggered, for instance, by the subsequent           
          issuance of a relatively small number of additional shares to a             
          key employee), then the increase in the nonshareholder spouse’s             
          deemed ownership percentage would result in an ownership                    








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