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section 332 liquidation succeeds to the various tax attributes of
the distributing corporation described in section 381(c).16
While section 381(c) does not list among the carryover attributes
the distributing corporation’s business history, we agree with
petitioner that respondent’s denial that Dover UK succeeded to
H&C’s business history is inconsistent with his position in Rev.
Rul. 75-223, 1975-1 C.B. 109, Rev. Rul. 77-376, 1977-2 C.B. 107,
G.C.M. 37,054 (Mar. 21, 1977), and a number of private letter
rulings (discussed supra section V.B.). Respondent argues that
the conclusion reached in Rev. Rul. 75-223 (and reaffirmed in
subsequent published and private rulings) should be limited to
section 346. Respondent further states that “petitioner should
not be allowed to argue that the tax attributes of a subsidiary
are carried over to the parent in all cases under * * * [section
381].” We disagree.
The crucial finding in all of the rulings discussed supra
section V.B., is that, in any corporate amalgamation involving
the attribute carryover rules of section 381, the surviving or
recipient corporation is viewed as if it had always conducted the
business of the formerly separate corporation(s) whose assets are
16 Among the tax attributes of the transferor subsidiary
that carry over to the transferee parent, pursuant to sec.
381(c), are net operating loss and capital loss carryovers,
earnings and profits, and the subsidiary’s overall method of
accounting, method of computing inventories, and method of
computing the allowance for depreciation.
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