Ezel / IRS Rulings / 200913055

CCA 200913055: A retail clawback payment was separate from the reorganization

Number
200913055
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Certain Transfers to Creditors
Topics
Corporate transactions and reorganizations
Code sections
§ 361
Ruling dated
January 14, 2009
Publicly released
March 27, 2009
Source
View Official PDF

Apply this to your situation

This page covers legal advice the IRS Office of Chief Counsel wrote for IRS staff, issued in 2009, which can't be cited as precedent. Ask about your situation and see what the current Code and IRS guidance say, with citations.

Currency note: this determination was released in 2009
Statutory amendments, regulation changes, court decisions, or later IRS guidance may have changed the analysis since then. Treat this page as historical context, not current tax advice. Verify current law before relying on any specific rule, threshold, or position mentioned here.
Not precedent. Under 26 U.S.C. § 6110(k)(3), this written determination may not be used or cited as precedent. It is advice from the IRS Office of Chief Counsel to IRS personnel on the facts they presented, and identifying details were redacted by the IRS before release. The official IRS release (linked on this page as a PDF) is the authoritative source.
About this page: The plain-English summary and ruling snapshot below were written by Ezel based on the official IRS release. The full text is the IRS's own document.
View official IRS release (PDF)

Plain-English summary

Chief Counsel reconsidered whether a retail clawback payment was part of a corporate reorganization. Based on the previously supplied facts, it continued to treat the payment as separate from the reorganization. The payment amount was measured over a period beginning after the businesses separated and started competing. That timing indicated that the payment did not relate back to the reorganization itself.

Ruling snapshot

  • Question: Was the retail clawback payment part of the corporate reorganization?
  • Outcome: Advice given: no, the post-separation measurement period showed that the payment was separate.
  • Key authorities: IRC § 361.

Full text (IRS public release)

ID: CCA-114112-09 Number: 200913055
Release Date: 3/27/2009
Office: ---------------------
UILC: 361.02-02

From: ------------
Sent: 01/14/09 11:21 AM
To: ---------------------
Cc:
Subject: Retail Clawback Payment

--------and I have thought about this issue some more and, based on our understanding of the facts (particularly those stated in our email to you of 09/03/08), we continue to believe that the retail clawback payment is separate from the reorganization. Particularly persuasive to us is the fact that the period of time that determines the amount of payment starts after the separation of the businesses, i.e., the start of competition. This suggests to us that the payment does not relate back to the reorganization itself.

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