3586 Federal Register / Vol. 65, No. 15 / Monday, January 24, 2000 / Rules and Regulations

benefits of available regulatory

alternatives and, when regulation is

necessary, to select regulatory

approaches that maximize net benefits

(including potential economic,

environmental, public health and safety,

and other advantages; distributive

impacts; and equity). Executive Order

12866 classifies a rule as significant if

it meets any one of a number of

specified conditions, including having

an annual effect on the economy of $100

million or adversely affecting in a

material way a sector of the economy,

competition, or jobs, or if it raises novel

legal or policy issues. The revised

ASTM standard citations that FDA is

adopting in the medical device

regulations reflect minor changes to the

currently listed methods in those

regulations. The updated citations are

the result of periodic reapprovals of

long-standing test methods or standards

and should have no significant adverse

impact on those who use the standard.

Thus, the rule is not a significant

regulatory action as defined in

Executive Order 12866, and so is not

subject to review under the Executive

Order.

Under section 603(a) of the Regulatory

Flexibility Act (RFA), for any proposed

rule for which the agency is required by

section 553 of the Administrative

Procedure Act or any other law to

publish a general notice of proposed

rulemaking, the agency is required to

analyze regulatory options that would

minimize any significant economic

impact of a rule on small entities. The

agency has published, in the companion

proposed rule published elsewhere in

this Federal Register, an initial

regulatory flexibility analysis. Because

the companion proposed rule is a

proposed rule for which a general notice

of proposed rulemaking is required, and

therefore is subject to the RFA, the

agency will consider any comments it

receives on the initial regulatory

flexibility analysis in the companion

proposed rule when deciding whether

to withdraw this direct final rule.

V. Paperwork Reduction Act of 1995

This direct final rule contains no

collections of information. Therefore,

clearance by the Office of Management

and Budget under the Paperwork

Reduction Act of 1995 is not required.

Interested persons may, on or before

April 10, 2000, submit to the Dockets

Management Branch (address above)

written comments regarding this final

rule. The comment period runs

concurrently with the comment period

for the companion proposed rule. Two

copies of any comments are to be

submitted, except that individuals may

submit one copy. Comments are to be

identified with the docket number

found in brackets in the heading of this

document. Received comments may be

seen in the office above between 9 a.m.

and 4 p.m., Monday through Friday. All

comments received will be considered

as comments regarding the proposed

rule and this direct final rule. In the

event that the direct final rule is

withdrawn, all comments received

regarding the companion proposed rule

and the direct final rule will be

considered as comments on the

proposed rule.

List of Subjects in 21 CFR Part 801

Hearing aids, Incorporation by

reference, Medical devices, Professional

and patient labeling.

Therefore, under the Federal Food,

Drug, and Cosmetic Act and under

authority delegated to the Commissioner

of Food and Drugs, 21 CFR part 801 is

amended as follows:

PART 801—LABELING

1. The authority citation for 21 CFR

part 801 continues to read as follows:

Authority : 21 U.S.C. 321, 331, 351, 352,

360i, 360j, 371, 374.

§ 801.410 [Amended]

2. Section 801.410 Use of impactresistant lenses in eyeglasses and

sunglasses is amended in paragraph

(d)(2) by removing ‘‘ASTM Method D

1415–68 ‘Test for International

Hardness of Vulcanized Rubber,’ ’’ and

by adding in its place ‘‘ASTM Method

D 1415–88, Standard Test Method for

Rubber Property—International

Hardness,’’; by removing ‘‘ASTM

Method D 412–68 ‘Tension Test of

Vulcanized Rubber,’ ’’ and by adding in

its place ‘‘ASTM Method D 412–97,

Standard Test Methods for Vulcanized

Rubber and Thermoplastic Rubbers and

Thermoplastic Elastomers—Tension,’’;

and by removing ‘‘1916 Race St.,

Philadelphia, PA 19103, or available for

inspection at the Office of the Federal

Register, 800 North Capitol Street, NW.,

suite 700, Washington, DC 20408.)’’ and

by adding in its place ‘‘100 Barr Harbor

Dr., West Conshohocken, Philadelphia,

PA 19428, or available for inspection at

the Center for Devices and Radiological

Health’s Library, 9200 Corporate Blvd.,

Rockville, MD 10850, or at the Office of

the Federal Register, 800 North Capitol

St. NW., suite 700, Washington, DC.’’

§ 801.430 [Amended]

3. Section 801.430 User labeling for

menstrual tampons is amended in

paragraph (f)(2) by removing ‘‘(ASTM),

D 3492–83, ‘Standard Specification for

Rubber Contraceptives (Condoms)’ ’’ and

by adding in its place ‘‘(ASTM) D 3492–

96, ‘Standard Specification for Rubber

Contraceptives (Male Condoms)’ ’’; and

by revising the footnote to read ‘‘Copies

of the standard are available from the

American Society for Testing and

Materials, 100 Barr Harbor Dr., West

Conshohocken, PA 19428, or available

for inspection at the Center for Devices

and Radiological Health’s Library, 9200

Corporate Blvd., Rockville, MD 10850,

or at the Office of the Federal Register,

800 North Capitol St. NW., suite 700,

Washington, DC.’’

Dated: December 29, 1999.

Margaret M. Dotzel,

Acting Associate Commissioner for Policy.

[FR Doc. 00–1404 Filed 1–21–00; 8:45 am]

BILLING CODE 4160–01–F

DEPARTMENT OF THE TREASURY

Internal Revenue Service

26 CFR Parts 1 and 602

[TD 8863]

RIN 1545–AX64

Stock Transfer Rules: Supplemental

Rules

AGENCY: Internal Revenue Service (IRS),

Treasury.

ACTION: Temporary regulations.

SUMMARY: This document contains

temporary regulations that provide an

election for certain taxpayers engaged in

certain exchanges described in section

367(b). These regulations provide

guidance for taxpayers that make the

specified election in order to determine

the extent to which income must be

included and certain corresponding

adjustments must be made. The text of

the temporary regulations also serves as

the text of the proposed regulations set

forth in the notice of proposed

rulemaking on this subject in the

Proposed Rules section of this issue of

the Federal Register.

DATES: Effective Date. These regulations

are effective as of February 23, 2000.

Applicability Date. These regulations

apply to section 367(b) exchanges that

occur on or after February 23, 2000.

FOR FURTHER INFORMATION CONTACT:

Mark D. Harris, (202) 622–3860 (not a

toll-free number).

SUPPLEMENTARY INFORMATION:

Paperwork Reduction Act

These regulations are being issued

without prior notice and public

procedure pursuant to the

Federal Register / Vol. 65, No. 15 / Monday, January 24, 2000 / Rules and Regulations 3587

Administrative Procedure Act (5 U.S.C.

553). For this reason, the collection of

information contained in these

regulations has been reviewed and,

pending receipt and evaluation of

public comments, approved by the

Office of Management and Budget under

control number 1545–1666. Responses

to this collection of information is

mandatory.

An agency may not conduct or

sponsor, and a person is not required to

respond to, a collection of information

unless the collection of information

displays a valid OMB control number.

For further information concerning

this collection of information, and

where to submit comments on the

collection of information and the

accuracy of the estimated burden, and

suggestions for reducing this burden,

please refer to the preamble to the crossreferencing notice of proposed

rulemaking published in the Proposed

Rules section of this issue of the Federal

Register.

Books or records relating to a

collection of information must be

retained as long as their contents may

become material in the administration

of any internal revenue law. Generally,

tax returns and tax return information

are confidential, as required by 26

U.S.C. 6103.

Background

On December 27, 1977, the IRS and

Treasury issued proposed and

temporary regulations under section

367(b) of the Internal Revenue Code

(Code). Subsequent guidance updated

and amended the 1977 temporary

regulations (the 1977 regulations)

several times over the next 14 years. On

August 26, 1991, the IRS and Treasury

issued proposed regulations

§§ 1.367(b)–1 through 1.367(b)–6 (the

1991 proposed regulations). Comments

to the 1991 proposed regulations were

received, and a public hearing was held

on November 22, 1991. In June of 1998,

the IRS and Treasury issued final

regulations under sections 367(a) and

(b) (the 1998 regulations). The 1998

regulations addressed transactions

under section 367(b) only to the extent

the transactions are also subject to the

stock transfer rules of section 367(a).

Thus, the 1977 regulations have

remained in effect to the extent not

superseded by the 1998 regulations. The

preamble to the 1998 regulations stated

that the IRS and Treasury would issue

guidance at a later date to address the

portions of the 1991 proposed

regulations related to section 367(b) that

were not addressed in the 1998

regulations.

The IRS and Treasury adopted

§§ 1.367(b)–1 through 1.367(b)–6 as

final regulations under section 367(b)

(see final section 367(b) regulations

published elsewhere in this issue of the

Federal Register). These temporary

regulations relate to certain provisions

of the 1991 proposed regulations not

adopted in the final section 367(b)

regulations (published elsewhere in this

issue of the Federal Register).

General Purpose

These temporary regulations address

the elimination of an election available

to certain taxpayers under the 1991

proposed regulations that was not

adopted in the final section 367(b)

regulations (published elsewhere in this

issue of the Federal Register). 

Specific Provisions

A. § 1.367(b)–3T(b)(4): Election of

Taxable Exchange Treatment

Section 1.367(b)–3 of the 1991

proposed regulations addressed

transactions in which a foreign

corporation transfers assets to a

domestic corporation pursuant to a

Subchapter C nonrecognition provision.

These transactions include a section 332

liquidation of a foreign corporation into

a domestic parent corporation and an

asset reorganization, such as a C, D or

F reorganization, of a foreign

corporation into a domestic corporation.

The 1991 proposed regulations required

a U.S. shareholder of a foreign acquired

corporation (or, in certain cases, a

foreign subsidiary of the U.S.

shareholder) to currently include in

income the allocable portion of the

foreign acquired corporation’s earnings

and profits accumulated during the U.S.

shareholder’s holding period (all

earnings and profits amount). The final

section 367(b) regulations (published

elsewhere in this issue of the Federal

Register) adopted this general rule.

Sections 7.367(b)–5(b) and 7.367(b)–

7(c)(2)(ii) of the 1977 regulations and

§ 1.367(b)–3(b)(2)(iii) of the 1991

proposed regulations provided an

exception to this rule, which permitted

an exchanging shareholder to elect to

recognize the gain (but not the loss) that

it realizes in the exchange (taxable

exchange election), rather than include

the all earnings and profits amount in

income. To the extent the all earnings

and profits amount exceeds a

shareholder’s stock gain, the 1991

proposed regulations further required

the foreign acquired corporation to

reduce various tax attributes that would

otherwise carryover to the domestic

acquiring corporation (attribute

reduction regime). The final regulations

(published elsewhere in this issue of the

Federal Register) did not adopt the

taxable exchange election.

In order to provide taxpayers an

opportunity to comment on this change,

these temporary regulations provide the

taxable exchange election in modified

form. The modified election permits an

exchanging shareholder to elect to treat

a transaction as a taxable exchange, but

limits application of the attribute

reduction regime to a section 332

liquidation or to an inbound asset

reorganization in which the foreign

acquired corporation is wholly owned

(directly or indirectly) by one U.S.

person.

These temporary regulations apply to

section 367(b) exchanges that occur

between February 23, 2000, and

February 23, 2001.

Further Explanation

For a more detailed discussion

regarding section 367(b), see the final

section 367(b) regulations published

elsewhere in this issue of the Federal

Register.

Special Analyses

It has been determined that these

Temporary regulations are not a

significant regulatory action as defined

in Executive Order 12866. Therefore, a

regulatory assessment is not required. It

also has been determined that section

553(b) of the Administrative Procedure

Act (5 U.S.C. chapter 5) does not apply

to these regulations. Further it is hereby

certified pursuant to sections 603(a) and

605(b) of the Regulatory Flexibility Act

that the collection of information in

these regulations will not have a

significant economic impact on a

substantial number of small entities.

This certification is based upon the fact

that the number of section 367(b)

exchanges that require reporting under

these regulations is estimated to be only

20 per year. Therefore, a Regulatory

Flexibility Analysis under the

Regulatory Flexibility Act (5 U.S.C.

chapter 6) is not required.

Pursuant to section 7805(f) of the

Code, these temporary regulations will

be submitted to the Chief Counsel for

Advocacy of the Small Business

Administration for comment on their

impact.

Drafting Information. The principal

author of these regulations is Mark

Harris of the Office of Associate Chief

Counsel (International). However, other

personnel from the IRS and Treasury

Department participated in their

development.

3588 Federal Register / Vol. 65, No. 15 / Monday, January 24, 2000 / Rules and Regulations

List of Subjects

26 CFR Part 1

Income taxes, Reporting and

recordkeeping requirements.

26 CFR Part 602

Reporting and recordkeeping

requirements.

Adoption of Amendments to the

Regulations

Accordingly, 26 CFR parts 1 and 602

are amended as follows:

PART 1—INCOME TAXES

Paragraph 1. The authority citation

for part 1 is amended by adding entries

in numerical order to read in part as

follows:

Authority: 26 U.S.C. 7805 * * *

Section 1.367(b)–3T also issued under 26

U.S.C. 367(a) and (b). * * *

Par. 2. Section 1.367(b)–3T is added

to read as follows:

§ 1.367(b)–3T Repatriation of foreign

corporate assets in certain nonrecognition

transactions (temporary).

(a) through (b)(3). [Reserved]. For

further guidance, see § 1.367(b)–3(a)

through (b)(3).

(4) Election of taxable exchange

treatment—(i) Rules—(A) In general. In

lieu of the treatment prescribed by

§ 1.367(b)–3(b)(3)(i), an exchanging

shareholder described in § 1.367(b)–

3(b)(1) may instead elect to recognize

the gain (but not loss) that it realizes in

the exchange (taxable exchange

election). To make a taxable exchange

election, the following requirements

must be satisfied—

(1) The exchanging shareholder (and

its direct or indirect owners that would

be affected by the election, in the case

of an exchanging shareholder that is a

foreign corporation) reports the

exchange in a manner consistent

therewith (see, e.g., sections

954(c)(1)(B)(i), 1001 and 1248);

(2) The notification requirements of

paragraph (b)(4)(i)(C) of this section are

satisfied; and

(3) The adjustments described in

paragraph (b)(4)(i)(B) of this section are

made when the following circumstances

are present—

(i) The transaction is described in

section 332 or is an asset acquisition

described in section 368(a)(1), with

regard to which one U.S. person owns

(directly or indirectly) 100 percent of

the foreign acquired corporation; and

(ii) The all earnings and profits

amount described in § 1.367(b)–

3(b)(3)(i) with respect to the exchange

exceeds the gain recognized by the

exchanging shareholder.

(B) Attribute reduction—(1) Reduction

of NOL carryovers. The amount by

which the all earnings and profits

amount exceeds the gain recognized by

the exchanging shareholder (the excess

earnings and profits amount) shall be

applied to reduce the net operating loss

carryovers (if any) of the foreign

acquired corporation to which the

domestic acquiring corporation would

otherwise succeed under section 381(a)

and (c)(1). See also Rev. Rul. 72–421

(1972–2 C.B. 166) (see § 601.601(d)(2) of

this chapter).

( 2) Reduction of capital loss

carryovers. After the application of

paragraph (b)(4)(i)(B)(1) of this section,

any remaining excess earnings and

profits amount shall be applied to

reduce the capital loss carryovers (if

any) of the foreign acquired corporation

to which the domestic acquiring

corporation would otherwise succeed

under section 381(a) and (c)(3).

(3) Reduction of basis. After the

application of paragraph (b)(4)(i)(B)(2)

of this section, any remaining excess

earnings and profits amount shall be

applied to reduce (but not below zero)

the basis of the assets (other than dollardenominated money) of the foreign

acquired corporation that are acquired

by the domestic acquiring corporation.

Such remaining excess earnings and

profits amount shall be applied to

reduce the basis of such assets in the

following order: first, tangible

depreciable or depletable assets,

according to their class lives (beginning

with those assets with the shortest class

life); second, other non-inventory

tangible assets; third, intangible assets

that are amortizable; and finally, the

remaining assets of the foreign acquired

corporation that are acquired by the

domestic acquiring corporation. Within

each of these categories, if the total basis

of all assets in the category is greater

than the excess earnings and profits

amount to be applied against such basis,

the taxpayer may choose to which

specific assets in the category the basis

reduction first applies.

(C) Notification. The exchanging

shareholder shall elect to apply the

rules of this paragraph (b)(4)(i) by

attaching a statement of its election to

its section 367(b) notice. See § 1.367(b)–

1(c) For the rules concerning filing a

section 367(b) notice.

(D) Example. The following example

illustrates the rules of this paragraph

(b)(4)(i):

Example—(i) Facts. DC, a domestic

corporation, owns all of the outstanding

stock of FC, a foreign corporation. The stock

of FC has a value of $100, and DC has a basis

of $80 in such stock. The assets of FC are one

parcel of land with a value of $60 and a basis

of $30, and tangible depreciable assets with

a value of $40 and a basis of $80. FC has no

net operating loss carryovers or capital loss

carryovers. The all earnings and profits

amount with respect to the FC stock owned

by DC is $30, of which $19 is described in

section 1248(a) and the remaining $11 is not

(for example, because it was earned prior to

1963). In a liquidation described in section

332, FC distributes all of its property to DC,

and the FC stock held by DC is canceled.

Rather than including in income as a deemed

dividend the all earnings and profits amount

of $30 as provided in § 1.367(b)–3(b)(3)(i), DC

instead elects taxable exchange treatment

under paragraph (b)(4)(i)(A) of this section.

(ii) Result. DC recognizes the $20 of gain

it realizes on its stock in FC. Of this $20

amount, $19 is included in income by DC as

a dividend pursuant to section 1248(a). (For

the source of the remaining $1 of gain

recognized by DC, see section 865. For the

treatment of the $1 for purposes of the

foreign tax credit limitation, see generally

section 904(d)(2)(A)(i).) Because the

transaction is described in section 332 and

because the all earnings and profits amount

with respect to the FC stock held by DC ($30)

exceeds by $10 the income recognized by DC

($20), the attribute reduction rules of

paragraph (b)(4)(i)(B) of this section apply.

Accordingly, the $10 excess earnings and

profits amount is applied to reduce the basis

of the tangible depreciable assets of FC,

beginning with those assets with the shortest

class lives. Under section 337(a) FC does not

recognize gain or loss in the assets that it

distributes to DC, and under section 334(b)

(which is applied taking into account the

basis reduction prescribed by paragraph

(b)(4)(i)(A)(3) of this section) DC takes a basis

of $30 in the land and $70 in the tangible

depreciable assets that it receives from FC.

(ii) Effective date. This paragraph (b)(4)

applies for section 367(b) exchanges that

occur between February 23, 2000, and

February 23, 2001.

(c) and (d) [Reserved]. For further

guidance, see § 1.367(b)–3(c) through (d).

Par. 3. The authority citation for part

602 continues to read as follows:

Authority: 26 U.S.C. 7805.

Par. 4. In § 602.101, paragraph (b) is

amended as follows:

1. Removing the following entries

from the table:

§ 602.101 OMB Control numbers.

* * * * *

(b) * * *

CFR part or section where

identified and described

Current OMB

Control No.

*****

7.367(b)–1 ............................ 1545–0026

7.367(b)–3 ............................ 1545–0026

7.367(b)–7 ............................ 1545–0026

7.367(b)–9 ............................ 1545–0026

7.367(b)–10 .......................... 1545–0026

*****

Federal Register / Vol. 65, No. 15 / Monday, January 24, 2000 / Rules and Regulations 3589

2. Adding the following entry in

numerical order to the table to read as

follows:

§ 602.101 OMB Control numbers.

* * * * *

(b) * * *

CFR part or section where

identified and described

Current OMB

control No.

*****

1.367(b)–3T .......................... 1545–1666

*****

John M. Dalrymple,

Acting Deputy Commissioner of Internal

Revenue.

Approved: December 22, 1999.

Jonathan Talisman,

Acting Assistant Secretary of the Treasury.

[FR Doc. 00–1379 Filed 1–21–00; 8:45 am]

BILLING CODE 4830–01–U

DEPARTMENT OF THE TREASURY

Internal Revenue Service

26 CFR Parts 1, 7, and 602

[TD 8862]

RIN 1545–AI32

Stock Transfer Rules

AGENCY: Internal Revenue Service (IRS),

Treasury.

ACTION: Final and temporary

regulations.

SUMMARY: This document contains final

regulations addressing the application

of nonrecognition exchange provisions

in Subchapter C of the Internal Revenue

Code to transactions that involve one or

more foreign corporations. These

regulations provide guidance for

taxpayers engaging in those transactions

in order to determine the extent to

which income shall be included and

appropriate corresponding adjustments

shall be made.

DATES: Effective Date. These regulations

are effective as of February 23, 2000.

Applicability Dates. These regulations

apply to section 367(b) exchanges that

occur on or after February 23, 2000.

However, taxpayers may choose to

apply these regulations to section 367(b)

exchanges that occur before February

23, 2000, as specified in § 1.367(b)–

6(a)(2).

FOR FURTHER INFORMATION CONTACT:

Mark D. Harris, (202) 622–3860 (not a

toll-free number).

SUPPLEMENTARY INFORMATION:

Paperwork Reduction Act

The collections of information

contained in these final regulations have

been reviewed and approved by the

Office of Management and Budget in

accordance with the Paperwork

Reduction Act (44 U.S.C. 3507) under

control number 1545–1271. Responses

to these collections of information are

mandatory.

An agency may not conduct or

sponsor, and a person is not required to

respond to, a collection of information

unless the collection of information

displays a valid control number.

The estimated average annual

reporting burden in these final

regulations is 4 hours.

Comments concerning the accuracy of

this burden estimate and suggestions for

reducing this burden should be sent to

the Internal Revenue Service, Attn: IRS

Reports Clearance Officer, OP:FS:FP,

Washington, DC 20224, and to the

Office of Management and Budget, Attn:

Desk Officer for the Department of the

Treasury, Office of Information and

Regulatory Affairs, Washington, DC

20503.

Books or records relating to these

collections of information must be

retained as long as their contents may

become material in the administration

of any internal revenue law.

Generally, tax returns and tax return

information are confidential, as required

by 26 U.S.C. 6103.

Background

On December 27, 1977, the IRS and

Treasury issued proposed and

temporary regulations under section

367(b) of the Internal Revenue Code

(Code). Subsequent guidance updated

and amended the 1977 temporary

regulations (the 1977 regulations)

several times over the next 14 years. On

August 26, 1991, the IRS and Treasury

issued proposed regulations

§§ 1.367(b)–1 through 1.367(b)–6 (the

1991 proposed regulations). Comments

to the 1991 proposed regulations were

received, and a public hearing was held

on November 22, 1991. In June of 1998,

the IRS and Treasury issued final

regulations under sections 367(a) and

(b) (the 1998 regulations). The 1998

regulations addressed transactions

under section 367(b) only to the extent

the transactions are also subject to the

stock transfer rules of section 367(a).

Thus, the 1977 regulations have

remained in effect to the extent not

superseded by the 1998 regulations. The

preamble to the 1998 regulations stated

that the IRS and Treasury would issue

guidance at a later date to address the

portions of the 1991 proposed

regulations related to section 367(b) that

were not addressed in the 1998

regulations.

After consideration of the 1977

regulations and their updates and

amendments, the 1991 proposed

regulations and their updates and

amendments, the 1998 regulations, and

all comments received with respect to

such regulations, the IRS and Treasury

adopt §§ 1.367(b)–1 through 1.367(b)–6

as final regulations under section

367(b).

Overview

A. General Policies of Section 367(b)

Section 367(b) governs corporate

restructurings under sections 332, 351,

354, 355, 356, and 361 (except to the

extent described in section 367(a)(1)) in

which the status of a foreign corporation

as a ‘‘corporation’’ is necessary for

application of the relevant

nonrecognition provisions. Section

367(b) provides that a foreign

corporation that is a party to one of the

enumerated nonrecognition transactions

shall be respected as a corporation, and

thereby the parties involved in the

transaction shall obtain the benefits of

the applicable nonrecognition exchange

provisions and their related provisions

(such as section 381) (together, the

Subchapter C provisions), except to the

extent provided in regulations.

The principal purpose of section

367(b) is to prevent the avoidance of

U.S. tax that can arise when the

Subchapter C provisions apply to

transactions involving foreign

corporations. The potential for tax

avoidance arises because of differences

between the manner in which the

United States taxes foreign corporations

and their shareholders and the manner

in which the United States taxes

domestic corporations and their U.S.

shareholders.

The Subchapter C provisions

generally have been drafted to apply to

domestic corporations and U.S.

shareholders, and thus do not fully take

into account the cross-border aspects of

U.S. taxation (such as deferral, foreign

tax credits, and section 1248). Section

367(b) was enacted to help ensure that

international tax considerations in the

Code are adequately addressed when

the Subchapter C provisions apply to an

exchange involving a foreign

corporation. Because determining the

proper interaction of the Code’s

international and Subchapter C

provisions is ‘‘necessarily highly

technical,’’ Congress granted the

Secretary broad regulatory authority to

provide the ‘‘necessary or appropriate’’

rules, rather than enacting a complex