John R. McGowan


One of the latest and most comprehensive studies in this area was released on May 20, 1985 as the final report of the Senate Finance Committee.' This proposal, called the "Subchapter C Revision Act of 1985," represents perhaps the largest examination of the fundamental rules in the Internal Revenue Code relating to the Federal income taxation of corporations and their investors. In this study, numerous proposals were very favorably received, among them were the proposals covering mergers and acquisitions (M & A). For example, the Treasury Department stated: "[the acquisitions] proposals have substantial merit in that they provide greater consistency and symmetry to the tax treatment of corporate acquisitions." These proposals and their implementation are the focus of this paper.