PRIA, Government Policy, Made Personal

Summary

A tax of 50 percent must be paid by anyone who receives "greenmail." Greenmail means a corporation (or someone working with the corporation) pays to buy back a shareholder’s stock when three things are true: the shareholder owned the stock for less than 2 years before agreeing to the sale; within the 2-year period before the buyback the shareholder, an ally, or a related person made or threatened a public tender offer for the company’s stock; and the buyback was not offered on the same terms to all shareholders. Payments tied to that buyback count as greenmail. A public tender offer is an offer to buy stock or assets that must be filed or registered with a Federal or State securities agency. A related person is someone close enough to trigger certain tax rules that disallow losses (see sections 267 or 707(b)). The 50 percent tax applies even if the gain is not recognized under other tax rules. For collection rules, this tax is treated like other federal income taxes.

Title 26, §5881

Internal Revenue Code, Source: USLM XML via OLRC

(a)Imposition of tax

There is hereby imposed on any person who receives greenmail a tax equal to 50 percent of gain or other income of such person by reason of such receipt.

(b)Greenmail

For purposes of this section, the term “greenmail” means any consideration transferred by a corporation (or any person acting in concert with such corporation) to directly or indirectly acquire stock of such corporation from any shareholder if—

(1)such shareholder held such stock (as determined under section 1223) for less than 2 years before entering into the agreement to make the transfer,

(2)at some time during the 2-year period ending on the date of such acquisition—

(A)such shareholder,

(B)any person acting in concert with such shareholder, or

(C)any person who is related to such shareholder or person described in subparagraph (B),

made or threatened to make a public tender offer for stock of such corporation, and

(3)such acquisition is pursuant to an offer which was not made on the same terms to all shareholders.

For purposes of the preceding sentence, payments made in connection with, or in transactions related to, an acquisition shall be treated as paid in such acquisition.

(c)Other definitions

For purposes of this section

(1) Public tender offer

(2)Related person

A person is related to another person if the relationship between such persons would result in the disallowance of losses under section 267 or 707(b).

(d)Tax applies whether or not amount recognized

The tax imposed by this section shall apply whether or not the gain or other income referred to in subsection (a) is recognized.

(e)Administrative provisions

For purposes of the deficiency procedures of subtitle F, any tax imposed by this section shall be treated as a tax imposed by subtitle A.

Notes & Related Subsidiaries

Editorial Notes

Amendments

1988—Subsec. (a). Pub. L. 100–647, § 2004(o)(1)(A), substituted “gain or other income of such person by reason of such receipt” for “gain realized by such person on such receipt”. Subsec. (b). Pub. L. 100–647, § 2004(o)(1)(B)(i), substituted “a corporation (or any person acting in concert with such corporation) to directly or indirectly acquire stock of such corporation” for “a corporation to directly or indirectly acquire its stock”. Subsec. (d). Pub. L. 100–647, § 2004(o)(1)(C), substituted “amount” for “gain” in heading and inserted “or other income” after “the gain” in text. Subsec. (e). Pub. L. 100–647, § 2004(o)(2), added subsec. (e).

Statutory Notes and Related Subsidiaries

Effective Date

of 1988 AmendmentAmendment by section 2004(o)(1)(A), (C), (2) of Pub. L. 100–647 effective, except as otherwise provided, as if included in the provisions of the Revenue Act of 1987, Pub. L. 100–203, title X, to which such amendment relates, see section 2004(u) of Pub. L. 100–647, set out as a note under section 56 of this title. Pub. L. 100–647, title II, § 2004(o)(1)(B)(ii), Nov. 10, 1988, 102 Stat. 3608, provided that: “The amendment made by clause (i) [amending this section] shall apply to transactions occurring on or after March 31, 1988.”

Effective Date

Pub. L. 100–203, title X, § 10228(d), Dec. 22, 1987, 101 Stat. 1330–418, provided that: “The

Amendments

made by this section [enacting this chapter and amending section 275 of this title] shall apply to consideration received after the date of the enactment of this Act [Dec. 22, 1987] in taxable years ending after such date; except that such

Amendments

shall not apply in the case of any acquisition pursuant to a written binding contract in effect on December 15, 1987, and at all times thereafter before the acquisition.”

§5881 Greenmail

Summary

Title 26, §5881

Notes & Related Subsidiaries

Editorial Notes

Amendments

Statutory Notes and Related Subsidiaries

Effective Date

Effective Date

Amendments

Amendments

Citations & Metadata