(3) Coordination with section 351 (A) Property treated as received in redemption Except as otherwise provided in this paragraph, subsection (a) (and not section 351 and not so much of sections 357 and 358 as relates to section 351) shall apply to any property received in a distribution described in subsection (a). (B) Certain assumptions of liability, etc. (i) In general In the case of an acquisition described in section 351, subsection (a) shall not apply to any liability— (I) assumed by the acquiring corporation, or (II) to which the stock is subject, if such liability was incurred by the transferor to acquire the stock. For purposes of the preceding sentence, the term “stock” means stock referred to in paragraph (1)(B) or (2)(A) of subsection (a). (ii) Extension of obligations, etc. For purposes of clause (i), an extension, renewal, or refinancing of a liability which meets the requirements of clause (i) shall be treated as meeting such requirements. (iii) Clause (i) does not apply to stock acquired from related person except where complete termination Clause (i) shall apply only to stock acquired by the transferor from a person— (I) none of whose stock is attributable to the transferor under section 318(a) (other than paragraph (4) thereof), or (II) who satisfies rules similar to the rules of section 302(c)(2) with respect to both the acquiring and the issuing corporations (determined as if such person were a distributee of each such corporation). (C) Distributions incident to formation of bank holding companies If— (i) pursuant to a plan, control of a bank is acquired and within 2 years after the date on which such control is acquired, stock constituting control of such bank is transferred to a BHC in connection with its formation, (ii) incident to the formation of the BHC there is a distribution of property described in subsection (a), and (iii) the shareholders of the BHC who receive distributions of such property do not have control of such BHC, then, subsection (a) shall not apply to any securities received by a qualified minority shareholder incident to the formation of such BHC. For purposes of this subparagraph, any assumption of (or acquisition of stock subject to) a liability under subparagraph (B) shall not be treated as a distribution of property. (D) Definitions For purposes of subparagraph (C) and this subparagraph— (i) Qualified minority shareholder The term “qualified minority shareholder” means any shareholder who owns less than 10 percent (in value) of the stock of the BHC. For purposes of the preceding sentence, the rules of paragraph (3) of subsection (c) shall apply. (ii) BHC The term “BHC” means a bank holding company (within the meaning of section 2(a) of the Bank Holding Company Act of 1956).


26 USC § 304(b)(3)

Scoping language

in this paragraph
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