- 57 - Sec. 1.280G-1, A-22(a), Proposed Income Tax Regs., 54 Fed. Reg. 19398 (May 5, 1989). The next Q&A clarifies this rule with respect to payments made under agreements entered after a change in control. Q&A-23 of the proposed regulations states: Q-23: May a payment be treated as contingent on a change in ownership or control if the payment is made under an agreement entered into after the change? A-23: (a) No. Payments are not treated as contingent on a change in ownership or control if they are made (or to be made) pursuant to an agreement entered into after the change. For this purpose, an agreement that is executed after a change in ownership or control, pursuant to a legally enforceable agreement that was entered into before the change, will be considered to have been entered into before the change. * * * [Sec. 1.280G-1, Q&A-23, Proposed Income Tax Regs., 54 Fed. Reg. 19399 (May 5, 1989); emphasis added.] Both petitioner and respondent have framed the “contingent on control change” issue as turning upon the precise meaning of the phrase “pursuant to” in Q&A-23 of the proposed regulations.31 While proposed regulations are not competent authority and “carry no more weight than a position advanced on brief by the 31 We note that the revised proposed and final regulations under sec. 280G (see supra note 28), modified Q&A-23 to provide that where a taxpayer gives up rights under an agreement entered into before a change in control as consideration for rights under a new agreement, entered into after a change in control, the payments under the post-change agreement will be considered contingent on a change in control to the extent payments under the post-change agreement have the same value as those due under the pre-change agreement. See sec. 1.280G-1, Q&A-23, Proposed Income Tax Regs., 67 Fed. Reg. 7630 (Feb. 20, 2002); sec. 1.280G- 1, Q&A-23, Income Tax Regs.Page: Previous 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 Next
Last modified: May 25, 2011