Guest Thornton Posted July 31, 2007 Posted July 31, 2007 We have a client who consults with troubled suppliers to automobile manufacturers. Our client has been asked by an auto manufacturer to acquire the assets of one the manufacturer's troubled suppliers in order to keep it operating until a suitable business purchaser is located. Our client will continue operating the troubled supplier for a consulting fee, as it had been doing for some time as unrelated companies. Our client wants to avoid including the newly acquired auto supplier in it coverage testing. The auto supplier appears to meet all the requirements of a QSLOB, with one possible exception: the separate management group requirement. Our client will not only be acting as the consulting firm for this troubled auto supplier, as it has been doing, but managing the company until it can be sold. While the auto supplier have its own separate management team, it will be taking direction from our client. Under these facts, does our client meet the separate management team test?
JanetM Posted July 31, 2007 Posted July 31, 2007 No you don't have separate management under given scenario. You can use the transition rules to exclude purchased company from testing. After acquiring you can exclude the new group from testing for the current year and following year. Example they are bought today, you don't have include in CG testing until the 2009 plan year (based on calendar year end plan). JanetM CPA, MBA
Guest Thornton Posted August 1, 2007 Posted August 1, 2007 Thanks for the reply, but you raise another question: Wouldn't the transaction qualify for the mergers and acquistions safe harbor and get up to a 4-year transition period?
JanetM Posted August 1, 2007 Posted August 1, 2007 M&A transition rules say you can operate separate (ignoring the SLOB rules) in the year of the aquisition and the following year. After that you have to aggregate. Can you give a cite for this 4 year transition period? JanetM CPA, MBA
Guest Quicksilver Posted November 14, 2007 Posted November 14, 2007 see reg 1.414®-5(d)(3) I am confussed how this meshes with the norma year of and year following merger exception M&A transition rules say you can operate separate (ignoring the SLOB rules) in the year of the aquisition and the following year. After that you have to aggregate.Can you give a cite for this 4 year transition period?
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