Section 368.—Definitions Relating to Corporate Reorganizations

26 CFR 1.368-2: Definition of terms.

Whether the acquisition by an unrelated corporation of all the assets of a newly formed controlled

corporation following distribution of the controlled corporation’s stock under section 355 will satisfy the "substantially all" requirement of section 368(a)(1)(C) even though the acquired assets represent only half of the assets held by the distributing corporation before it formed the controlled corporation. See Rev. Rul. 2003-79, page 80.