1. Why are tax-free subsidiary sales relatively uncommon? 2. Name four requirements for a spin-off to qualify as tax-free. 3. In a taxable subsidiary stock sale without a Section 338(h)(10)...

1. Why are tax-free subsidiary sales relatively uncommon?

2. Name four requirements for a spin-off to qualify as tax-free.

3. In a taxable subsidiary stock sale without a Section 338(h)(10) election, do the sold subsidiary’s tax attributes such as NOLs survive? If so, who obtains/maintains these attributes?

4. In general, when should a Section 338(h)(10) election not be made in a subsidiary sale? Consider the relationship between purchase price, subsidiary stock basis, and subsidiary net asset basis.