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r`. ~•' • <br />;> <br />9. Issuance of stock or securities for property in a tax- <br />free incorporation or other exchange under Section <br />351(a) of the Code. Treas. Reg. § 1.103-10(b)(2) <br />(v)(C). If Section 351(a) applies to a transfer during <br />the six-year period surrounding the date of issue, and <br />if, with respect to the property transferred, expendi- <br />tures made within such period would have been Section <br />103(b)(6)(D) capital expenditures if the transferor and <br />the transferee corporation had been related persons for <br />such period, then such expenditures shall be considered <br />to be Section 103(b)(6)(D) capital expenditures made by <br />the transferee corporation. In addition, if a trans- <br />feror and transferee are related persons immediately <br />following such transfer, suc:~ transferor and transferee <br />shall also be treated as having been related persons <br />for the portion of such six-year period preceding the <br />date of such transfer. Treas. Reg. § 1.103-10(b)(2)- <br />(v)(d). Furthermore, the purchase by the shareholder <br />or security holder of such proper~y is a capital <br />expenditure if made within the six-year period. <br />.. 10. Exchange of consideration for assets in a tax-free <br />reorganization or liquidation which auali=ies under <br />Section 381(a) of the Code (relating to carryover of <br />tax attributes); but the transferor and transferee are <br />treated as related throughout the portior_ of the six- <br />year period preceding the date of exchange. Treas. <br />Reg. § 1.103-10(b)(2)(v)(a), (b); Treas. Reg. § 1.103- <br />103-10(f) Example 17 ("A" reorganization with boot). <br />11. Exchange of stock in a tax-free "3" reorganizatior_; but <br />the parent and subsidiary are treated as reiateci <br />throughout the six-year period. Rev. Rul. 75-411, <br />1975-2 C.B. 41. <br />12. A corporation's cash purchase of 100 percent of the <br />stock of another corporation (which later finances a <br />facility with tax-exempt bonds)- which will not be <br />liquidated within two years, but which will be operated <br />as an autonomous subsidiary of the acquiring <br />corporation. The corporations will, however, be <br />treated as related par-ties throughout the six-year <br />period at least if they are related on the date of tr.e <br />issue. LTR 8008136; LTR 8103031; LTR 810107w; LTR <br />814117; LTR 8239051. <br />-9- <br />