department of the treasury washington dc third party communication none date of communication not applicable_person to contact -------------------------- id no ------------- telephone number -------------------- refer reply to cc tege eb ec plr-114931-07 date date internal_revenue_service number release date index number ------------------------------ -------------------------- ----------------------------- --------------------------------- --------------------------------- employer president date date date x dear --------------- ------------------------- --------------------- ------------------------ ----------------------- ----------- -------------------------------------------- this is in response to your letter of date in which you request consent you represent that you were told by president that at a board_of directors to revoke an election that you made under sec_83 of the internal_revenue_code meeting on date employer granted you a choice of x incentive stock_options isos or x shares of restricted_stock on date you purchased x shares of restricted_stock on the same day you filed an election under sec_83 with the internal_revenue_service center where you file your individual_income_tax_return with respect to the restricted_stock on date president learned that the board_of directors had authorized the grant of isos rather than a choice of either isos or restricted_stock and you were notified of the error the next day thus the restricted award was not authorized by the board_of directors you subsequently returned the stock to employer on date you sent a letter to this office requesting consent to revoke the sec_83 election plr-114931-07 sec_83 of the code provides that if in_connection_with_the_performance_of_services property is transferred to any person other than the person for whom such services are performed the fair_market_value of the property less the amount_paid for the property shall be included in the gross_income of the recipient in the first taxable_year in which the recipient s interest in the property is not subject_to a substantial_risk_of_forfeiture under sec_83 of the code any person who performs services with respect to which property is transferred may elect to include in his or her gross_income for the taxable_year in which the property is transferred the excess of the fair_market_value of the property over the amount_paid an election under sec_83 must be filed with the internal_revenue_service not later than days after the date that the property is transferred sec_83 of the code and sec_1_83-2 of the income_tax regulations provides that an election under sec_83 may not be revoked without the consent of the commissioner of internal revenue the regulations also provide that such consent will only be granted where the person filing the election is under a mistake of fact as to the underlying transaction and must be requested within days of the date on which the mistake of fact first became known to the person who made the election in any event neither a mistake as to the value or decline in the value of the property for which an election was made nor the failure of anyone to perform an act that was contemplated at the time of transfer of the property constitute a mistake of fact for this purpose revproc_2006_31 2006_27_irb_32 provides guidance on revoking an election under sec_83 of the code sec_5 example describes a situation involving a mistake of fact as to the underlying transaction in example b begins employment with company o under an employment contract that provides b will receive substantially nonvested company o class a common_stock instead substantially nonvested company o class b common_stock is transferred to b b made a valid sec_83 election with respect to the transferred stock b subsequently discovers that company o ha sec_2 classes of common_stock and that company o transferred class b common_stock instead of class a common_stock b timely requests consent to revoke the sec_83 election consent to revoke b’s sec_83 election is granted because the stock b received was transferred under a mistake of fact as to the underlying transaction you indicate that the amistake of fact was that you believed based on statements from president that the board_of directors had authorized the grant of restricted_stock when in fact they had authorized the grant of isos you have requested consent to revoke your election within days of the date you first became plr-114931-07 aware of the mistake of fact as to the underlying transaction the aunderlying transaction being your employer s transfer of the restricted_stock to you accordingly because you were under a mistake of fact as to the underlying transaction and you requested consent to revoke your sec_83 election within days of when the mistake of fact first became known to you consent to revoke your sec_83 election is granted except as specifically ruled above no opinion is expressed as to the federal tax consequences of the transaction described above under any other provision of the code the ruling is directed only to the taxpayer requesting it sec_6110 of the code provides that it may not be used or cited as precedent a copy of this letter should be attached to your income_tax return for sincerely yours ________________________________ cate livingston fernandez chief executive compensation branch office of division counsel associate chief_counsel tax exempt and government entities


cca_2018041407055550 id uilc number release date from sent saturday date am to cc bcc subject g please find the following responses to the questions asked below is the percent a tax or a separate penalty with an interest component the increase applicable to a disposition of property that had been contributed to an alaska_native_settlement_trust and subject_to the election under sec_247 is a tax as with any case of statutory construction we first examine the language of the statute itself the dependent clause in sec_247 and increased by percent of the amount of such increase plainly refers back to the independent clause the settlement_trust shall pay any increase in tax resulting from such inclusion since the independent clause refers to an increase in tax we conclude that the dependent clause means the increase is the tax including any applicable_interest it is important to note that the legislative_history of this provision refers to the additional percent amount as a penalty we think however that the language of the statute which governs is better read to interpret this amount as tax even if the plain language analysis is unsatisfactory because the statute can be seen as ambiguous we believe that supreme court precedent supports the view that the percent increase in sec_247 is a tax and not a penalty in national federation of independent business v sebelius nfib the court reasoned that if the concept of penalty means anything it means punishment for an unlawful act or omission in nfib the court found w hile the individual mandate clearly aims to induce the purchase of health insurance it need not be read to declare that failing to do so is unlawful sec_247 can be read as imposing an incentive to keep the contributed_property within the settlement_trust disposing of property contributed to the settlement_trust is not illegal and the increase is not a penalty for unlawful behavior the percent increase here is more an incentive and less a punishment for unlawful conduct accordingly we conclude that the increase applicable to a disposition of property that had been contributed to an alaska_native_settlement_trust and subject_to the election under sec_247 is a tax what information must an electing trust provide to meet the statutory requirements ie what is the definition of reasonable particularity we have determined reasonable particularity can be informed by the language found in sec_6039h e deductible contributions by native corporations to alaska native settlement trusts content of statement the statement described in paragraph shall include- a the total amount of contributions to which the election under subsection e of sec_247 applies b for each contribution whether such contribution was in cash c for each contribution which consists of property other than cash the date that such property was acquired by the native_corporation and the adjusted_basis and fair_market_value of such property on the date such property was contributed to the settlement_trust d trust and the date on which each contribution was made to the settlement e such information as the secretary determines to be necessary or appropriate for the identification of each contribution and the accurate inclusion of income relating to such contributions by the settlement_trust since e is based on specific facts and circumstances of each contribution the property must be described in such detail that allows the service to distinguish the property described from other_property not contributed or separately contributed in addition to looking at the sec_6039h factors outlined above sec_170 and the regulations thereunder may also provide insight to what additional information should be requested under e in light of the property contributed eg requirements for land motor vehicles boats taxidermy etc we do not believe it is possible to specifically define reasonable particularity for all cases rather what constitutes reasonable particularity will depend on the type of property in general the description of the property should be specific enough that we can identify the property that was transferred please let us know if you have any further questions about the topics above


tment of ireasuky ora revenue service washington d c 20ra4 mar aep ka uniform issue list legend taxpayer a ira x amount a customer service agent b financial_institution c dear this is in response to your request dated date in which you request a waiver of the 60-day rollover requirement contained in sec_408 of the internal_revenue_code the code’ the following facts and representations have been submitted under penalty of perjury in support of the ruling requested taxpayer a age represents that she received a distribution from ira x totaling amount a taxpayer a asserts that her failure to accomplish a rollover within the 60-day period prescribed by sec_408 was due to erroneous of financial_institution c in information provided by customer service agent b which taxpayer a maintained her ira x page taxpayer a withdrew amount a from ira x on date and cashed the withdrawal check on date at the time of withdrawal taxpayer a asked to speak to the retirement services department and specifically asked about the time frame for redepositing amount a customer service agent b erroneously informed taxpayer a that she would have days from the date she cashed the withdrawal check not from the date of distribution to redeposit amount a as a rollover_contribution to ira x relying on this information on date taxpayer a redeposited amount a days of the february date during preparation of her year income taxes taxpayer a was informed that she had taken a premature ira distribution because the rollover was not completed timely into ira x which was within federal taxpayer a contacted financial_institution c about the erroneous information financial_institution c explained in writing that agent b was not a member of its specialized retirement services department based on the facts and representations you request a ruling that the internal_revenue_service waive the day rollover requirement with respect to the distribution of amount a contained in sec_408 of the code in this instance sec_408 of the code provides that except as otherwise provided in sec_408 any amount_paid or distributed out of an ira shall be included in gross_income by the payee or distributee as the case may be in the manner provided under sec_72 of the code sec_408 of the code defines and provides the rules applicable to ira_rollovers sec_408 of the code provides that sec_408 of the code does not apply to any amount_paid or distributed out of an ira to the individual for whose benefit the ira is maintained if i the entire amount received including money and any other_property is paid into an ira for the benefit of such individual not later than the day after the day on which the individual receives the payment or distribution or ii the entire amount received including money and any other_property is paid into an eligible_retirement_plan other than an ira for the benefit of such individual not later than the day after the date on which the payment or distribution is received except that the maximum amount which may be paid into such plan may not exceed the portion of the amount received which is includible in gross_income determined without regard to sec_408 sec_408 of the code provides that sec_408 does not page apply to any amount described in sec_408 received by an individual from an ira if at any time during the 1-year period ending on the day of such receipt such individual received any other amount described in sec_408 from an ira which was not includible in gross_income because of the application of sec_408 sec_408 of the code provides a similar 60-day rollover period for partial rollovers sec_408 of the code provides that the rollover provisions of sec_408 do not apply to any amount required to be distributed under sec_408 sec_408 of the code provides that the secretary may waive the day requirement under sec_408 and sec_408 of the code where the failure to waive such requirement would be against equity or good conscience including casualty disaster or other events beyond the reasonable control of the individual subject_to such requirement only distributions that occurred after date are eligible for the waiver under sec_408 of the code revproc_2003_16 2003_4_irb_359 date provides that in determining whether to grant a waiver of the 60-day rollover requirement pursuant to sec_408 the service will consider all relevant facts and circumstances including errors committed by a financial_institution inability to complete a rollover due to death disability hospitalization incarceration restrictions imposed by a foreign_country or postal error the use of the amount distributed for example in the case of payment by check whether the check was cashed and the time elapsed since the distribution occurred the information presented and documentation submitted by taxpayer a is consistent with her assertion that her failure to accomplish a timely rollover was caused by the erroneous information given her by customer service agent b of financial_institution c furthermore taxpayer a took steps to roll over amount a which were consistent with her belief that the appropriate period wa sec_90 days therefore pursuant to sec_408 of the code the service hereby waives the 60-day rollover requirement with respect to the distribution to taxpayer a of amount a from ira x therefore the service will consider the date rollover_contribution to ira x as a rollover_contribution within the meaning of sec_408 of the code no opinion is expressed as to the tax treatment of the transaction described herein under the provisions of any other section of either the code or regulations which may be applicable thereto page l this letter is directed only to the taxpayer who requested it sec_61 k of the code provides that it may not be used or cited as precedent if you wish to inquire about this ruling please contact d please address all correspondence to at se t ep ra t3 sincerely yours gn ml frances v sloan manager employee_plans technical group enclosures deleted copy of letter_ruling notice of intention to disclose


internal_revenue_service number release date index number ------------------------------------ --------------------- ---------------------------- ----------------------------------------- department of the treasury washington dc third party communication none date of communication not applicable_person to contact ----------------------------- id no ------------- ----------------------------------------------------- telephone number --------------------- refer reply to cc corp b04 plr-113791-10 date date legend distributing statea date1 date2 w shareholdera x x shareholderb y y ---------------------------------------------- ---------- -------------------------- ---------------------- -------- --------------------------------------- -------- ------------ -------------------------------------- -------- ------------ busine sec_1 ------------------------------------------------------------------------------------------------------------ -------------------------------------------------------------------------------- ----------- plr-113791-10 busine sec_2 ------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------- service sec_3 controlleda controlledb ----------------------------------------- ------------------------------ ------------------------------------ dear ------------- we respond to your date request for rulings regarding certain federal_income_tax consequences of a proposed transaction the information submitted in that request and in subsequent correspondence is summarized below the rulings contained in this letter are based on facts and representations submitted by the taxpayer and accompanied by a penalty of perjury statement executed by the appropriate parties this office has not verified any of the materials submitted in support of the request for rulings verification of the information representations and other data may be required as part of the audit process in particular this office has not reviewed any information pertaining to and has made no determination regarding whether the proposed transaction i satisfies the business_purpose requirement of sec_1_355-2 ii is used principally as a device for the distribution of the earnings_and_profits of the distributing_corporation and or the controlled corporations see sec_355 of the internal_revenue_code the code and sec_1_355-2 or iii is part of a plan or series of related transactions pursuant to which one or more persons will acquire directly or indirectly stock representing a 50-percent_or_greater_interest in the distributing_corporation or the controlled corporations see sec_355 and sec_1_355-7 summary of facts distributing is a statea corporation that uses the accrual_method of accounting and a calendar_year distributing was incorporated on date1 and elected s_corporation status effective date2 distributing has outstanding w shares of voting common_stock and no other stock shareholdera owns x shares of distributing’s common_stock x and shareholderb owns the remaining y shares of distributing’s common_stock y shareholderb is the president of distributing while shareholdera is the vice-president and secretary plr-113791-10 distributing is engaged in busine sec_1 and busine sec_2 and provides service sec_3 distributing has proposed the following transaction the proposed transaction in order to resolve shareholder management disputes as well as to isolate potential liabilities associated with busine sec_2 proposed transaction controlleda and controlledb will be formed as statea corporations distributing will transfer the busine sec_1 assets and other assets to controlleda and controlledb in exchange for all of the stock of controlleda and controlledb and the assumption by controlleda and controlledb of the liabilities associated with those assets the contributions the assets will be transferred proportionally x to controlleda and y to controlledb as of the date of the contributions the contributions date distributing will distribute all of the stock of controlleda to shareholdera and all of the stock of controlledb to shareholderb the distributions each of controlleda and controlledb will make an election under sec_1362 to be treated as an s_corporation within the meaning of sec_1361 to be effective on the contributions date representations the following representations have been made with respect to the proposed transaction a distributing controlleda controlledb shareholdera and shareholderb will each pay their own expenses if any incurred in connection with the proposed transaction b no intercorporate debt will exist between or among distributing controlleda and controlledb at the time of or subsequent to the distribution of the stock of controlleda and controlledb c the indebtedness owed by controlleda or controlledb to distributing after the distributions if any will not constitute stock_or_securities d no part of the consideration to be distributed by distributing will be received by a shareholder as a creditor employee or in any capacity other than that of a shareholder of distributing plr-113791-10 e the five years of financial information submitted on behalf of busine sec_1 conducted by distributing is representative of its present business operations and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted f the five years of financial information submitted on behalf of busine sec_2 conducted by distributing is representative of its present business operations and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted g following the proposed transaction distributing will continue the active_conduct of busine sec_2 and each of controlleda and controlledb will continue the active_conduct of their respective shares of all the integrated activities of busine sec_1 conducted by distributing prior to consummation of the proposed transaction each of distributing controlleda and controlledb will conduct their respective businesses independently with their separate employees except that certain employees will be shared on an interim basis for any employee who is shared by the corporations any such employee's compensation will be shared by the corporations based upon the amount of time spent in each corporation’s business and each corporation will issue a separate form_w-2 to any such employee h the distributions of the stock of controlleda and controlledb will be carried out for the following corporate business purposes i in order to resolve shareholder managerial disputes that are hindering the operations of busine sec_1 and ii risk reduction the distributions of the stock of controlleda and controlledb are motivated in whole or substantial part by one or more of these corporate business purposes i the proposed transaction is not used principally as a device for the distribution of the earnings_and_profits of distributing controlleda or controlledb j the total adjusted_basis and the fair_market_value of the assets to be transferred to controlleda and controlledb by distributing each will equal or exceed the sum of the liabilities to be assumed within the meaning of sec_357 by controlleda and controlledb plus any liabilities to which the assets to be transferred are subject k the liabilities to be assumed within the meaning of sec_357 by controlleda and controlledb in the contributions if any and the liabilities to which the transferred assets are subject if any were incurred in the ordinary course of business and are associated with the assets being transferred l the fair_market_value of the assets of controlleda and controlledb will exceed the amount of the liabilities of controlleda and controlledb respectively immediately_after_the_exchange plr-113791-10 m no investment_credit determined under sec_46 has been or will be claimed with respect to any of the property to be transferred from distributing to controlleda and controlledb n distributing neither accumulated its receivables nor made extraordinary payment of its payables in anticipation of the proposed transaction o payments made in connection with all continuing transactions if any between distributing controlleda and controlledb will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm's length p no parties to the proposed transaction are investment companies as defined in sec_368 and iv q for purposes of sec_355 immediately after the distributions no person determined after applying sec_355 will hold stock possessing 50-percent or more of the total combined voting power of all classes of distributing stock entitled to vote or 50-percent or more of the total value of shares of all classes of distributing stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of the distributions r for purposes of sec_355 immediately after the distributions no person determined after applying sec_355 will hold stock possessing 50-percent or more of the total combined voting power of all classes of controlleda stock entitled to vote or 50-percent or more of the total value of shares of all classes of controlleda stock that was either i acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of the distributions or ii attributable to distributions on distributing stock_or_securities that were acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of the distributions s for purposes of sec_355 immediately after the distributions no person determined after applying sec_355 will hold stock possessing 50-percent or more of the total combined voting power of all classes of controlledb stock entitled to vote or 50-percent or more of the total value of shares of all classes of controlledb stock that was either i acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of the distributions or ii attributable to distributions on distributing stock_or_securities that were acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of the distributions plr-113791-10 t the distributions are not part of a plan or series of related transactions within the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or indirectly stock representing a 50-percent_or_greater_interest within the meaning of sec_355 in distributing controlleda or controlledb including any predecessor or successor of any such corporation u immediately after the distributions neither distributing controlleda nor controlledb will be a disqualified_investment_corporation within the meaning of sec_355 v effective date distributing made an election under sec_1362 to be an s_corporation within the meaning of sec_1361 and distributing continued to be an s_corporation since date w immediately after the distributions controlleda and controlledb will each be eligible to elect s_corporation status pursuant to sec_1362 effective immediately after the distributions x controlleda and controlledb will each elect to be an s_corporation pursuant to sec_1362 on the first available date after their formation and there is no plan or intent to revoke or otherwise terminate the s_corporation_election of distributing controlleda or controlledb rulings based solely on the information submitted and the representations made we rule as follows the transfer by distributing to controlleda of part of its assets in exchange for all of the controlleda stock and assumption_of_liabilities followed by the distribution of all the controlleda stock to shareholdera will constitute a reorganization within the meaning of sec_368 distributing and controlleda each will be a_party_to_a_reorganization within the meaning of sec_368 the transfer by distributing to controlledb of part of its assets in exchange for all of the controlledb stock and assumption_of_liabilities followed by the distribution of all the controlledb stock to shareholderb will constitute a reorganization within the meaning of sec_368 distributing and controlledb each will be a_party_to_a_reorganization within the meaning of sec_368 no gain_or_loss will be recognized by distributing on the contributions sec_357 and sec_361 plr-113791-10 no gain_or_loss will be recognized by controlleda and controlledb on the contributions sec_1032 controlleda's basis in each asset received from distributing in the contributions and controlledb's basis in each asset received from distributing in the contributions will equal the basis of such asset in the hands of distributing immediately before its transfer sec_362 the holding_period for each asset received by controlleda and controlledb from distributing in the contributions will include the period during which such asset was held by distributing sec_1223 no gain_or_loss will be recognized by distributing on the distributions sec_361 no gain_or_loss will be recognized by and no amount will be included in the income of shareholdera and shareholderb upon the receipt of controlleda stock and controlledb stock respectively in the distributions sec_355 the aggregate basis of the distributing stock and the controlleda stock in the hands of shareholdera will be the same as the aggregate basis of the distributing stock held by shareholdera immediately before the distributions allocated between the distributing stock and the controlleda stock in proportion to the fair_market_value of each in accordance with sec_1_358-2 sec_358 b and c the aggregate basis of the distributing stock and the controlledb stock in the hands of shareholderb will be the same as the aggregate basis of the distributing stock held by shareholderb immediately before the distributions allocated between the distributing stock and the controlledb stock in proportion to the fair_market_value of each in accordance with sec_1_358-2 sec_358 b and c shareholdera’s holding_period of the controlleda stock and shareholderb’s holding_period of the controlledb stock received in the distributions will include the holding_period of the distributing stock with respect to which the distributions will be made provided that the distributing stock is held as a capital_asset on the date of the distributions sec_1223 distributing's earnings_and_profits will be allocated between distributing and controlleda and between distributing and controlledb in accordance with sec_312 and sec_1_312-10 the accumulated_adjustments_account of distributing will be allocated between distributing and controlleda and distributing and controlledb in a manner similar to the plr-113791-10 manner in which the earnings_and_profits of distributing will be allocated under sec_312 in accordance with sec_1_1368-2 provided that the distributions are undertaken immediately after the contributions distributing's momentary ownership of the stock in controlleda and controlledb as part of the reorganization under sec_368 will not cause controlleda and controlledb to have an ineligible shareholder for any portion of their respective first taxable_year under sec_1361 and will not in itself render controlleda and controlledb ineligible to elect to be an s_corporation for their respective first taxable_year neither the stock of controlleda nor the stock of controlledb will qualify as sec_1244 stock sec_1244 caveats we express no opinion about the tax treatment of the proposed transaction under other provisions of the code and regulations or the tax treatment of any conditions existing at the time of or effects resulting from the proposed transaction that is not specifically covered by the above rulings in particular we express no opinion regarding whether the proposed transaction i satisfies the business_purpose requirement of sec_1_355-2 ii is used principally as a device for the distribution of the earnings_and_profits of the distributing_corporation and or the controlled corporations see sec_355 and sec_1_355-2 or iii is part of a plan or series of related transactions pursuant to which one or more persons will acquire directly or indirectly stock representing a 50-percent_or_greater_interest in the distributing_corporation or the controlled corporations see sec_355 and sec_1_355-7 procedural statements this ruling is directed only to the taxpayer who requested it sec_6110 provides that it may not be used or cited as precedent a copy of this letter must be attached to any income_tax return to which it is relevant alternatively taxpayers filing their returns electronically may satisfy this requirement by attaching a statement to their return that provides the date and control number of this letter_ruling plr-113791-10 in accordance with a power_of_attorney on file in this office a copy of this ruling letter is being sent to your authorized representatives sincerely _thomas i russell_____ thomas i russell senior counsel branch office of associate chief_counsel corporate cc


internal_revenue_service number release date index number 6050p --------------------------------------------------------- ------------------------ -------------------------------- ------------------------ in re request_for_ruling under sec_6050p of the internal_revenue_code department of the treasury washington dc third party communication date of communication month dd yyyy person to contact -------------------------- id no ---------------- ---------------------------------------------------- telephone number ---------------------- refer reply to cc pa plr-126226-18 date april ty ------- legend entity settlement agreement ---------------------------------------------------------- --------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------- ----------------------------------------------------- dear ---------------------------------------------------------- this letter responds to your request dated date submitted on behalf of entity for a ruling that entity is not required to file forms with respect to write- offs of balances and charges including any deficiency judgment balances of members of a settlement class pursuant to its settlement agreement in furtherance of a preliminary order in absolute bar states because the discharge was not the result of an identifiable_event listed in sec_1_6050p-1 but rather was required by operation of state law for the reasons set forth below we conclude that entity is required to comply with the reporting requirements of sec_6050p and file forms because the discharge_of_indebtedness was the result of an identifiable_event listed in sec_1_6050p-1 these states prohibit creditors from collecting on any deficiency balance before such creditors send out a proper presale notice and if a presale notice does not strictly comply with notice requirements there is an absolute bar on collecting any remaining deficiency balances plr-126226-18 facts entity is ------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- ----------------------------------- when debtors were late in making payments on their loans entity sent presale notices to the debtors stating that collateral for the loans was being repossessed in the course of other litigation over outstanding debts to entity on ------------------ debtors filed a nationwide consumer class-action counterclaim with the --------------------------------- ------------------------------------------- arguing among other things that defects in the presale notices render the underlying loan debts unenforceable as a matter of law in absolute bar states on ------------------- entity and the debtor class signed a settlement agreement subject_to court approval on -------------------- the court entered a preliminary approval order purporting to settle the entire class action lawsuit based on a settlement agreement on ------------------- the court entered a final approval order approving of and incorporating the settlement agreement law and analysis sec_6050p of the internal_revenue_code requires that an applicable_entity report any discharges in whole or in part of indebtedness of any person in excess of dollar_figure the report is to include the name address and taxpayer_identification_number of each person whose indebtedness is discharged the date of the discharge and the amount of indebtedness discharged in addition sec_1_6050p-1 of the treasury regulations provides that a discharge_of_indebtedness occurs if one of eight identifiable events that the regulation defines takes place for purposes of this ruling we agree that entity is an applicable_entity of the identifiable events only two have a potential bearing on the requested ruling the first possible event sec_1_6050p-1 provides that an identifiable_event exists when the applicable_financial_entity and debtor agree to discharge the indebtedness for less than full consideration to establish consideration there must be a performance or a return promised which has been bargained for by the parties restatement second contracts sec_71 in this case entity and the debtor class members agreed to the entry of a judgment approved and supervised by the court which incorporates the parties' settlement agreement by which entity will write off all remaining absolute bar state debt balances as part of the overall settlement of the pending litigation this is an identifiable_event described in subsection f of the regulations entity 1’s request for a ruling argues that the settlement agreement does not reflect a mere agreement of the parties or any other identifiable_event but rather is a recognition that the write-off of the deficiency balances was required under the laws of absolute bar plr-126226-18 states entity argues that the debt write-off is not triggered by the settlement but by the application of various state laws and that the settlement merely reflects the operation of state law the debtor’s counterclaim alleged that entity 1’s presale notice was defective in various ways rendering the debts unenforceable the settlement agreement contains no admission or concession by entity with respect to the claims or defenses alleged in the class action counterclaim the settlement agreement contains a specific denial of liability in paragraph which denial of liability was incorporated into the preliminary order and final approval order the final order recites that by entering into the settlement agreement the parties are not deemed to have admitted or conceded liability with respect to any of the pending claims or defenses alleged although the application of absolute bar state laws regarding the sufficiency of the presale notices may have been a factor in the parties' decision to settle the litigation such considerations are typical of parties' assessment of litigation hazards in arriving at a negotiated settlement the fact that the terms of the settlement agreement were approved and incorporated into the court's preliminary order and final order does not serve to convert the discharge of the debt from being entered into voluntarily to one forced by operation of state law therefore sec_1 6050p- b f applies entity also argues that there was no identifiable_event because the court in its preliminary order stated that the court had made an independent judicial investigation into the legal sufficiency of the presale notices and held that the presale notices are unenforceable in absolute bar states entity argues that under -------------law a final order incorporates all preliminary orders citing ------------------------------------------------------ ------------------------------------------------------------- the preliminary order provides that it will be null and void and without prejudice to the rights of the parties if the settlement is rescinded or terminated or if final approval of the settlement does not occur the court’s final approval of the settlement does not incorporate the preliminary order but it does incorporate the settlement agreement which includes a complete denial of liability the final approval order also notes in paragraph that nothing in the order or the judgment may be construed as an admission or concession of any claim including of any alleged violation or failure to comply with any law ---------------------does not address preliminary orders instead it deals only with interlocutory judgments which are prior orders or judgments that adjudicated some-but fewer than all-of the claims and the rights and liabilities of all the parties id under -------------law a court’s final judgment on a case finalizes all prior adjudication of issues in that case permitting appeal of the prior adjudications but this says nothing about court orders that do not on their own adjudicate any issues here as discussed the preliminary order did not adjudicate any issues as such the court’s final approval did through incorporation adjudicate the issue of the debts’ enforceability and neither order causes the debts to be unenforceable by operation of law plr-126226-18 entity has never made any admission regarding the alleged inadequacy of the presale notices it vigorously pursued the litigation including filing a motion for summary_judgment throughout the pendency of the case it was only by entering into a settlement agreement with the class members that entity gave up its disputed claims to deficiency amounts the debt write-off is due to the settlement agreement which is an identifiable_event under sec_1_6050p-1 of the treasury regulations the second possible event sec_1_6050p-1 provides that a discharge_of_indebtedness exists where a creditor discontinues collection activity pursuant to a decision by the creditor or a defined policy of the creditor according to sec_1_6050p-1 a creditor's defined policy includes both a written policy and the creditor's established business practice in this case the cancellation of indebtedness is not a result of any defined policy or business practice of entity but rather by its decision to discontinue collection action as part of settling the litigation this decision therefore may fall within subsection g in any event even if subsection g of the regulation did not apply the event set forth in regulation subsection f as set forth above does apply and the sec_6050p reporting requirements must be met conclusion based solely on the information provided and the representations made entity is required to file forms 1099-c with respect to the write-off of balances and charges pursuant to its settlement agreement because the discharge was the result of an identifiable_event listed in sec_1_6050p-1 except as expressly provided herein no opinion is expressed or implied concerning the tax consequences of any aspect of any transaction or item discussed or referenced in this letter this ruling is directed only to the taxpayer requesting it sec_6110 of the code provides that it may not be used or cited as precedent in accordance with the power_of_attorney on file with this office a copy of this letter is being sent to your authorized representatives the rulings contained in this letter are based upon information and representations submitted by the taxpayer and accompanied by a penalty of perjury statement executed by an appropriate party while this office has not verified any of the material submitted in support of the request for rulings it is subject_to verification on examination sincerely blaise dusenberry senior counsel branch procedure administration


office_of_chief_counsel internal_revenue_service memorandum number release date cc pa apjp b02 ------------- postn-113036-04 uilc date june to mark h howard senior counsel small_business self-employed cc sb slc from blaise g dusenberry special counsel administrative provisions judicial practice procedure administration cc pa apjp subject advice on sec_6702 and its application to returns claiming a foreign_income exclusion this chief_counsel_advice responds to your request for assistance this advice may not be used or cited as precedent this memorandum responds to your request for advice on a draft opinion related to returns in which the taxpayer inappropriately claimed a foreign_income exclusion you have described a situation in which certain taxpayers are claiming refunds by using form_2555 foreign_earned_income or form 2555-ez foreign_earned_income_exclusion to claim a foreign_earned_income_exclusion under sec_911 of the internal_revenue_code when completing these forms however these taxpayers indicate domestic addresses on lines for the taxpayer’s foreign address and for the employer’s foreign address for your convenience our discussion will address each of the issues analyzed in your memorandum issue application of sec_6702 postn-113036-04 we agree with your discussion and conclusion that the frivolous_return penalty of sec_6702 may apply to these cases sec_6702 provides in relevant part that if an individual files what purports to be an income_tax return but that contains information that on its face indicates that the self-assessment is substantially incorrect and the conduct is due to a position that is frivolous the individual will pay a penalty of dollar_figure revrul_2004_28 2004_12_irb_624 notes that the service may impose the sec_6702 penalty on taxpayers who attempt to exclude income earned in a state or territory of the united_states issue is the return valid and processible generally we believe that the advice provides an adequate response we note however that in the discussion regarding sec_6611 the advice states that a return is not processible until four criteria are met the advice inaccurately states that one of the statutory criteria item is that the taxpayer submits in good_faith sufficient required information whether on the return or on required attachments to permit the mathematical verification of the tax_liability shown on the return this statement is mostly a verbatim recitation of sec_6611 however the statute does not explicitly provide for a good_faith requirement the good_faith requirement is a condition that generally has been read into the code by the courts see eg 70_f3d_1244 fed cir accordingly we recommend that the discussion regarding sec_6611 be revised by quoting the statutory language verbatim and removing the reference to the good_faith requirement nevertheless we agree with the conclusion that the irs should treat these returns as processible since the returns meet all of the statutory criteria under sec_6611 we also agree that the irs might be able to make an argument that the taxpayers did not submit the returns in good_faith relying on the cited cases but that the question of good_faith should be considered in the context of determining the validity of the return rather than whether the return is processible we also note that on page of the advice a reference is made to zellerbach paper co v helvering supra however we were unable to locate the previous citation to this case in the advice accordingly we would recommend that this reference be changed to 293_us_172 a suggested revision to the analysis of this issue is included as an attachment to this memorandum see attachment issue recovery_of an erroneous refund erroneous refunds can be separated into two categories rebate erroneous refunds and nonrebate erroneous refunds rebate refunds are issued on the basis of a substantive recalculation of a taxpayer’s tax_liability eg the amount of tax due is less than the tax_shown_on_the_return acme steel co v commissioner tcmemo_2003_188 a rebate erroneous refund occurs when the irs incorrectly reduces or postn-113036-04 abates the taxpayer’s tax_liability to an amount that is less than that shown on the taxpayer’s return see irm sca nonrebate refunds are sent to the taxpayer not because the irs determines that the tax paid is not owing but because of mistakes typically clerical or computer errors henderson v united_states 95_fsupp_995 ndollar_figure e d wis citing 49_f3d_340 7th cir because they involve determinations of a taxpayer’s tax_liability rebate refunds can be recovered either through deficiency procedures or through action for recovering erroneous refunds nonrebate refunds on the other hand can be recovered only through an action for recovering erroneous refunds the draft memo correctly notes that when using the deficiency procedures to recover a rebate erroneous refund the applicable statute_of_limitations for the return under sec_6501 governs in the case of an original return that is fraudulent there would be an unlimited statute_of_limitations under sec_6501 we disagree with the conclusion however that erroneous refunds in this type of case should be characterized as rebate erroneous refunds in these cases the tax_shown_on_the_return will be zero any refund the irs makes will be based on what the taxpayer has already paid compared to the purported tax_liability of zero because the irs would not be making a downward adjustment in the taxpayer’s tax_liability in these cases but would instead be relying on the tax_liability shown on the return an erroneous refund under the facts presented would likely not be a rebate erroneous refund therefore these erroneous refunds would not be recoverable using deficiency procedures as a general matter we are also reluctant to identify these returns as per se fraudulent although the majority of the fraud cases deal with either failure to report income or failure_to_file returns a return can also be fraudulent if deductions are overstated see eg 52_tc_532 aff’d 424_f2d_639 2d cir underpayment of taxes resulting from the taxpayer’s overstatement of business deductions was due to fraud 743_f2d_309 5th cir aff’g tcmemo_1984_25 theft_loss deduction for nonexistent picasso painting was due to fraud fraud should not be asserted however where the taxpayer did not intend to deceive see 676_f2d_980 3d cir where taxpayer told everyone involved in the collection process that he was not going to pay his taxes court found there was no attempt at deceit 35_tc_913 taxpayer who informed irs each year of refusal to pay taxes was not liable for fraud_penalty fraud requires a determination that a taxpayer intended to evade tax and is never imputed or presumed toussaint f 2d pincite the draft memo cites ballard v commissioner 740_f2d_759 8th cir for the proposition that the purpose of the unlimited statute_of_limitations on a false_or_fraudulent_return is due to the difficulty in identifying deficiencies caused by fraudulent or deceptive conduct and documents in ballard the court stated the lifting of the normal statute_of_limitations addressees the difficulties which sometimes arise in the discovery of deficiencies by virtue of taxpayer fraud the source of the fraud does not postn-113036-04 alleviate such difficulties in the case of a joint-filing spouse who did not personally intend to deceive the government ballard pincite we agree with this general statement but do not think ballard provides a proper analogy to the situation in which a taxpayer claims a foreign_income exclusion on the face of their return in ballard the taxpayer engaged in a pattern of underreporting income failing to report his business activities and failing to maintain adequate_records of business activities this type of conduct falls within the type of deception noted above the draft memo cites 35_fedclaims_214 to support the proposition that the sec_6501 unlimited statute_of_limitations can apply in an erroneous refund_suit based on a notice_of_deficiency which as noted above is likely not the case in the situation addressed by this memorandum although we agree generally with the proposition we note that brister did not involve an action by the government for the recovery_of an erroneous refund in that case the taxpayer filed claims for refund for amounts that were never actually withheld the irs attempted to make adjustments to the taxpayer’s and accounts in but the taxpayer argued that the statute_of_limitations on assessment had expired the government argued that by filing forms w-2 showing amounts that would never be paid the taxpayer filed a false_or_fraudulent_return with the intent to evade tax in finding that the returns were false with the intent to evade tax the court held that the assessments in were timely under sec_6501 the draft memo also relies on 952_f2d_920 6th cir mullikin however involved the imposition of a sec_6701 penalty_aiding_and_abetting the understatement_of_tax liability on an accountant and whether the five-year statute_of_limitations under u s c applied to the assessment of that penalty the revenue_ruling cited in the draft memo - revrul_2004_28 - merely states that fraud is one of the potential civil penalties that taxpayers may face if they claim tax benefits on their returns as describing in the ruling while it does put taxpayers on notice that this penalty may be sought we do not believe that it should be inferred from the ruling that the irs will treat every such return as fraudulent with intent to evade tax as a general matter we recommend that chief_counsel_advice cca not be cited as precedent ccas are not official rulings or positions of the service and accordingly are not and should not be used or cited as precedent cc-2002-026 q a-21 for the sake of completeness we note that the reference to sec_6501 on page of the draft memo does not apply to the foreign_income exclusion cases referred to in the advice sec_6501 applies to willful attempts to evade taxes other than income taxes subtitle a or estate_and_gift_taxes subtitle b because of the subjective nature of the intent to evade tax language in the definition of fraud see eg toussaint f 2d pincite fraud is never imputed or presumed a court should not find fraud where the evidence shows at most only suspicion we recommend that other options be explored before relying on an unlimited statute of postn-113036-04 limitations in cases where an erroneous refund is generated because a taxpayer inappropriately claimed a foreign_income exclusion however the extended 5-year period for bringing a suit to recover an erroneous refund may be considered even in situations where the deficiency procedures are not available for recovering an erroneous refund the government may recover the erroneous refund through a suit under sec_7405 generally such a suit must be brought within two years after the refund is made sec_6532 if however any part of the refund was induced by fraud or misrepresentation of a material fact the time for bringing suit is extended to five years sec_6532 in interpreting what standard is required for the five-year statute to apply the fourth circuit in 286_f3d_723 4th cir aff’g in part and rev’g in part 271_fsupp2d_880 w d va concluded that the statutory term ‘misrepresentation’ in sec_6532 lies somewhere in between the words ‘misstatement’ and ‘fraud’ on a scale of increasing culpability and held that the united_states need not demonstrate more than gross negligence in order to avail itself of sec_6532's five-year limitations_period in lane the executor of a widow’s estate had filed claims for refund for almost dollar_figure claiming that payments from the widow’s deceased husband to his friend and former secretary were payments for compensation and were not gifts the court found the executor trustee’s misrepresentations to be grossly negligent at best and almost certainly reckless id pincite the united_states did not allege fraud in this case in some extraordinary cases and in conjunction with an action to determine a liability such as the simultaneous filing of an erroneous refund action when the five-year statute applies the government may request a court to order the taxpayer to turn over to the court or to the irs funds or property and to account for any funds not turned over this method was successfully used in 51_fedappx_915 4th cir aff’g aftr2d e d va district_court ordered turn- over of proceeds of the erroneous refund turn-over of property into which the erroneous refund was translated and an accounting for proceeds not turned over separately the district_court found that the refund was erroneous the taxpayer in foster received a dollar_figure erroneous refund the court found that she deposited part of the money in her checking account transferred part to other persons and purchased a dollar_figure mercedes automobile even though she knew that the refund had been fraudulently obtained and that she was not entitled to any of the money issue collection action without establishing any reason at all for recovery the irs as the authorizer or issuer of a payment can take immediate action to prevent the payment of a liability or if payment has already been made to recover a refund in the following ways one way is to cancel payment if the irs discovers that it erroneously issued a voucher to financial management services fms directing fms to issue a payment whether postn-113036-04 by eft or check the irs within a very short_period of time after issuing the payment voucher can cause such as by issuing a voucher canceling the payment voucher fms to stop issuance of the eft or check before it leaves the fms facility we have been advised by fms that their processing time for a check is days and their processing time for an eft is three days both measured from the date that fms receives the electronic voucher from the irs if the payment is successfully stopped fms re-credits the amount back to the irs another way is to request a mail stop if an erroneous refund is discovered after the refund check is put in the hands of usps the irs can submit an expedited request to any usps post office identifying the mail-piece and the treasury_department irs as the sender this procedure is provided in usps domestic mail manual issue plus postal bulletin changes through pb22047 d030 which states a a federal_agency may recall any mail-piece sent as official mail by submitting to any post office a mailgram or an express mail letter identifying the piece the usps treats the irs as the sender of all irs refund checks the usps inputs the information into its computer system to notify processing and receiving postal facilities which will conduct searches for the mail item if the usps is able to locate the mail item in its hands before delivery the mail item will be returned to the irs the irs processes a returned check as a voided check the paper check is returned to fms and fms re-credits the amount back to the irs another way is to issue a stop payment order during the period before the erroneous refund is considered made as a final payment whether in regard to an eft or check the irs or fms can issue a stop payment on the eft or check the stop payment can be issued to a specific bank or to a small_group of banks at any time during the period before completion of the treasury first review the time at which a payment becomes final 235_f3d_11 1st cir if it is too late for any of these loss prevention measures the irs may attempt to recover the erroneous refund without a liability determination but with assertion of grounds for recovery in the following ways one way is to request voluntary repayment if the refund is in the hands of the taxpayer the irs can contact the taxpayer and ask for voluntary repayment of the erroneous refund and the filing of an amended_return the communication from the irs should explain the reason why the claim of the credit is not allowable another way is to petition a court for issuance of a seizure warrant if the refund or refund check is in the hands of the preparer or the taxpayer and the criminal_investigation_division is considering recommending prosecution of the person holding the refund or refund check the special_agent can refer a request for a seizure warrant for the check or the proceeds the bases for issuance of the warrant are the facts establishing fraud and the violations that are being considered for prosecution or that support the forfeiture this does not appear to be a likely approach in these cases postn-113036-04 issue referral of the return preparer for investigation we agree with the analysis of this issue and have no additional comments please contact ---------------------- --------------------------- if you have any further questions attachment postn-113036-04 sec_6611 provides that for purposes of sec_6611 and e a attachment is the return valid and processible the determination of whether a return qualifies as processible depends on the criteria set forth in sec_6611 regarding interest on overpayments sec_6611 generally provides that interest shall be allowed and paid upon any overpayment in respect of any internal revenue tax sec_6611 and e generally requires that a return be filed before a taxpayer is eligible to receive interest on an overpayment return shall not be treated as filed until it is filed in processible form a processible form if a such return is filed on a permitted form and b such return contains i the taxpayer’s name address and identifying number and the required signature and ii sufficient required information whether on the return or on required attachments to permit the mathematical verification of tax_liability shown on the return requirements for processing in addition to the statutory requirements recited above however the courts have also generally required that the returns be filed by the taxpayer in good_faith for example in 70_f3d_1244 fed cir the court_of_appeals_for_the_federal_circuit stated that the documents submitted for our review would meet all of the statutory sec_6611 provides that for purposes of sec_6611 a return is in mathematical verifiability requires sufficient information to permit irs to recalculate and corroborate the mathematics and data reported by the taxpayer thus under sec_6611 a taxpayer must submit in good_faith all the required forms with the required signatures and enough underlying data for the irs to verify the tax_liability shown on the return the information must be sufficient to enable irs to calculate the tax_liability without undue burden in this case the taxpayers have arguably not followed the instructions for the forms and they have falsely reported foreign_earned_income on the form_2555 or form 2555-ez when they knowingly had no foreign_earned_income while the irs might have a valid argument that the taxpayers did not submit the returns in good_faith we recommend that the irs treat the returns in question as processible however the irs may still raise the issue of good_faith in the context of determining the validity of the return validity of a return these four criteria are as follows in this context the courts have identified four key criteria for evaluating the postn-113036-04 there must be sufficient data to calculate tax_liability the document must purport to be a return there must be an honest and reasonable attempt to satisfy the requirements of the tax law and the taxpayer must execute the return under penalties of perjury 82_tc_766 aff’d per curiam 793_f2d_139 6th cir these four criteria are generally known as the beard formulation or the substantial compliance standard which is derived from a line of supreme court cases including 293_us_172 and florsheim bros drygoods co v united_states u s these cases hold that if a return meets the substantial compliance standard the return is a valid_return for purposes of the statute_of_limitations on assessment this determination is based on the facts and circumstances of each case accordingly no bright line test exists to determine whether a taxpayer has filed a valid_return a return may be inaccurate or even fraudulent and nevertheless be a valid_return see 464_us_386 when completing their returns the irs might be able to argue that these taxpayers did not make an honest and reasonable attempt to comply with the tax law however we do not believe it would be prudent to make such an argument in this case instead we believe that the irs should process the returns and deny the claims for refund as part of a deficiency determination this writing may contain privileged information any unauthorized disclosure of this writing may undermine our ability to protect the privileged information if disclosure is determined to be necessary please contact this office for our views please call if you have any further questions because the taxpayers in this case have failed to follow the form instructions


department of the treasury internal_revenue_service washington d c mar government entities division uniform issue list tep rat legend taxpayer a ira b financial_institution c individual d financial_institution e account f financial_institution g amount dear this is in response to a request for a private_letter_ruling dated date as supplemented by correspondence dated november and and date in which you request a waiver of the 60-day rollover réquirement contained in sec_408 of the internal_revenue_code code the following facts and representations have been submitted under penalty of perjury in support of the ruling requested taxpayer a represents that she received a distribution of amount from ira b taxpayer a asserts that her failure to accomplish a rollover of amount within the 60-day period prescribed by sec_408 of the code was due to incorrect advice provided by individual d taxpayer a further represents that amount has not been used for any other purpose taxpayer a maintained ira b an individual_retirement_account ira under sec_408 of the code with financial_institution c on date taxpayer a withdrew amount from ira b relying on incorrect advice of individual d regarding the length of the rollover period to redeposit the funds in an ira on date taxpayer a deposited amount into account f a non-ira account with financial_institution g the funds were needed for a short_period of time so that taxpayer a and her husband could refinance their primary residence individual d an employee of financial_institution e advised taxpayer a that the funds could be used as long as amount was timely redeposited into an ira and this would not be treated as a taxable_distribution the ruling_request is accompanied by a letter from individual d admitting he provided taxpayer a and her spouse incorrect information about the rollover period on date taxpayer a deposited amount back into ira b based on the above facts and representations you request that the internal_revenue_service service waive the 60-day rollover requirement contained in sec_408 of the code with respect to amount sec_408 of the code provides that except as otherwise provided in sec_408 of the code any amount_paid or distributed out of an ira shall be included in gross_income by the payee or distributee as the case may be in the manner provided under sec_72 of the code sec_408 of the code provides the rules applicable to ira_rollovers sec_408 of the code provides that sec_408 of the code does not apply to any amount_paid or distributed out of an ira to the individual for whose benefit the ira is maintained if - i the entire amount received including money and any other_property is paid into an ira for the benefit of such individual not later than the day after the day on which the individual receives the payment or distribution or ii the entire amount received including money and any other_property is paid into an eligible_retirement_plan other than an ira for the benefit of such individual not later than the day after the date on which the payment or distribution is received except that the maximum amount which may be paid into such plan may not exceed the portion of the amount received which is includible in gross_income determined without regard to sec_408 sec_408 of the code provides that sec_408 of the code does not apply to any amount described in sec_408 of the code received by an individual from an ira if at any time during the 1-year period ending on the day of such receipt such individual received any other amount described in sec_408 of the code from an ira which was not includible in gross_income because of the application of sec_408 of the code sec_408 of the code provides a similar 60-day rollover period for partial rollovers sec_408 of the code provides that the rollover provisions of sec_408 do not apply to any amount required to be distributed under sec_408 sec_408 of the code provides that the secretary may waive the 60-day requirement under sec_408 and sec_408 of the code where the failure to waive such requirement would be against equity or good conscience including casualty disaster or other events beyond the reasonable control of the individual subject_to such requirement only distributions that occurred after date are eligible for the waiver under sec_408 of the code revproc_2003_16 2003_4_irb_359 date provides that in determining whether to grant a waiver of the 60-day rollover requirement pursuant to sec_408 of the code the service will consider all relevant facts and circumstances including errors committed by a financial_institution inability to complete a rollover due to death disability hospitalization incarceration restrictions imposed by a foreign_country or postal error the use of the amount distributed for example in the case of payment by check whether the check was cashed and the time elapsed since the distribution occurred the information presented and the documentation submitted by taxpayer a is consistent with her assertion that her failure to accomplish a timely rollover of amount was due to her reliance on improper advice provided by individual d therefore pursuant to sec_408 of the code the service hereby waives the 60-day rollover requirement with respect to the distribution of amount from ira b provided all other requirements of sec_408 of the code except the 60-day requirement were met with respect to the contribution of amount into ira b maintained with financial_institution c on date such contribution will be considered a rollover_contribution within the meaning of sec_408 of the code this ruling does not authorize the rollover of amounts that are required to be distributed by sec_408 of the code no opinion is expressed as to the tax treatment of the transaction described herein under the provisions of any other section of either the code or regulations which may be applicable thereto this letter is directed only to the taxpayer who requested it sec_6110 of the code provides that it may not be used or cited as precedent if you wish to inquire about this ruling please contact at d sincerely yours calton ues manager employee_plans technical group enclosures deleted copy of this letter notice of intention to disclose notice