Metal Corporation owns all of the stock of Iron Corporation, and owns 100 shares of Steel Corporation, which has 1,000 shares of stock outstanding. The 100 shares of Steel were purchased by Metal in 2004. In 2016, Metal merges Iron Corporation into Steel Corporation, with Steel Corporation surviving after the merger. As a result of the merger, Steel’s shareholders (other than Metal) exchange 900 shares of Steel stock for Metal Corporation voting stock.

a. Does the merger of Iron into Steel qualify as a reverse merger under Code Sec. 368(a)(2)(E)?

b. Assume that Iron had been an operating company and that it transferred 35 percent of its total assets to Metal immediately before being merged into Steel. Will the merger qualify as a reverse merger under Code Sec. 368(a) (2)(E)?

c. Assume that Metal had purchased 300 shares of Steel during 2004. Would the acquisition of the remaining 700 shares of Steel by merger of Iron into Steel qualify under Code Sec. 368(a)(2)(E)?

d. Assume that Metal had not purchased any shares of Steel during 2004. Further assume that 25 percent of Steel’s shareholders dissent to the merger and wish to receive cash instead of Metal Corporation stock. Can the merger of Iron into Steel still qualify under Code Sec. 368(a)(2)(E) if Metal transfers sufficient cash to buy out the dissenting shareholders?

Answer rating: 100% (QA)

a Yes it qualifies The subsidiary of the parent company is absor... View the full answer