Robert Willens


This article discusses the Step-Transaction Doctrine in Subchapter C of the Internal Revenue Code. It is generally conceded that the Doctrine can apply if it meets any of the three alternative tests: : the "end result" test, the "mutual interdependence" test, or the more restrictive "binding commitment" test. However, there is difficult in determining which test will apply to the particular transaction under scrutiny. This is explored through a review of decisions dealing with Section 302 which relates to redemptions; Section 351 which deals with corporate organization; Section 368 which governs corporate reorganizations; and finally, the "integrated transaction" doctrine under which a liquidation-reincorporation may be treated as either a reorganization or a purchase of assets by the reincorporated entity.

Included in

Tax Law Commons