Change in Control upon death of sole shareholder?

[Gudgergirl]

NQDC Plan states that a change in control is a distribution event.

Employer is 100% owned by X.

X dies and all the stock in employer passes to X's Estate, then to his Revocable Trust and then to Marital Trust for X's spouse.

318(a)(2)(A) attributes stock owned by an estate to its beneficiaries and 318(a)(3)(A) attributes stock owned by a beneficiary to an estate.

However, I do not see a way to attribute X's stock from X to his estate.

So, did a change in control occur upon X's death?

Any thoughts?

[Blackbirch]

See 318(a)(5)©... 318(a)(2) and 318(a)(3) are only used to treat actual ownership by one party as attributed ownership of the other; it can't can't chain together attributions. (Which is good, as that would send your head spinning.)

Ultimately, I think your chain of custody looks like this:

• Spouse as attributed owner as spouse of X via 318(a)(1)
• Spouse as attributed owner as beneficiary of estate via 318(a)(2)
• Spouse as attributed owner as beneficiary of marital trust via 318(a)(2)
• Spouse as actual owner.

So, no; I don't see any change in ownership.