Question

Parent Corporation owns 85% of the common stock and 100% of the preferred stock of Subsidiary Corporation. The common stock and preferred stock have adjusted bases of $500,000 and $200,000, respectively, to Parent. Subsidiary adopts a plan of liquidation on July 3 of the current year, when its assets have a $1 million FMV. Liabilities on that date amount to $850,000. On November 9, Subsidiary pays off its creditors and distributes $150,000 to Parent with respect to its preferred stock. No cash remains to be paid to Parent with respect to the remaining $50,000 of its liquidation preference for the preferred stock, or with respect to any of the common stock. In each of Subsidiary’s tax years, less than 10% of its gross income has been passive income. What are the amount and character of Parent’s loss on the preferred stock? The common stock? Partial list of resources is: IRC Secs. 165(g)(3) and 332(a) Reg. Sec. 1.332-2(b) Spaulding Bakeries, Inc., 27 T.C. 684 (1957) H. K. Porter Co., Inc., 87 T.C. 689 (1986)

Answer 1

Answer and Explanation:

Liquidating distribution in the problem are made in accordance to the preferred stock.since the activity may not meet the section 322 requirement,the section 322 rules will not apply to the case cited in the problem.This means parents has to recognize a capital loss of $50,000 on the distribution,the capital loss can only be used to offset capital gains.

Under the section 165(g)(3) rules for affiliated cooperation's worthlessness securities,parents can recognize an ordinary loss of $500,000 on the common stock.The ordinary loss can be sued to offset ordinary income.