Browse Arkansas Code titles and sections
45 U.S.C. § 1347 — Tax treatment of Conrail public sale
Federal law — U.S. Code and appendices · legal_authorities
**(a) Treatment as new corporation**
(1) **In general** — For periods after the public sale, for purposes of title 26, Conrail shall be treated as a new corporation which purchased all of its assets as of the beginning of the day after the date of the public sale for an amount equal to the deemed purchase price.
(2) **Allocation among assets** — The deemed purchase price shall be allocated among the assets of Conrail in accordance with the temporary regulations prescribed under [section 338 of title 26](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title26-section338&num=0&edition=prelim) (as such regulations were in effect on October 21, 1986). The Secretary shall establish specific guidelines for carrying out the preceding sentence so that the basis of each asset will be clearly ascertainable. For purposes of applying the regulations referred to in the first sentence, accounts receivable and materials and supplies shall be treated as cash equivalents.
(3) **Deemed purchase price** — For purposes of this subsection, the deemed purchase price is an amount equal to the gross amount received pursuant to the public sale, multiplied by a fraction—
(A) the numerator of which is 100 percent, and
(B) the denominator of which is the percentage (by value) of the stock of Conrail sold in the public sale.
The amount determined under the preceding sentence shall be adjusted under regulations prescribed by the Secretary for liabilities of Conrail and other relevant items.
**(b) No income from cancellation of debt or preferred stock** No amount shall be included in the gross income of any person by reason of any cancellation of any obligation (or preferred stock) of Conrail in connection with the public sale.
**(c) Disallowance of certain deductions** No d
Source: Supplied U.S. Code snapshot — release unconfirmed · 45 U.S.C. § 1347
Stored review status: release_metadata_unconfirmed. A text match is a research starting point; applicability is not established.
Original supplied file — preserved unchanged
Download original Markdown file
File SHA-256: 431a542f422b68d869369eb43d48f449c059845687dac16bbf32199a9e29fa3f. The original may include catalog metadata, neighboring provisions, or embedded records outside this collection's scope. Search shows only the selected federal record. Historical editions and unverified snapshots are not a statement of current law.
Authority boundary: historical or unconfirmed source not current law verified.
Open the recorded source website ↗
Record provenance
Stable record: federal_law:legal_authorities:record_usc_86415c1ba58c7329b4f6f9f8
Source file: Laws/federal/codes/united-states-code/title-45/section-1347-tax-treatment-of-conrail-public-sale--01c8a6d54d.md
Pages: Not recorded – Not recorded
Passage SHA-256: cca852652061ff6ef55dc810cdcc5a33b9a84cb50f526a17d991058efda6ff90
Source location: Title 45, Chapter 22, § 1347; chapter-022-conrail-privatization.md
Stored source content
**(a) Treatment as new corporation**
(1) **In general** — For periods after the public sale, for purposes of title 26, Conrail shall be treated as a new corporation which purchased all of its assets as of the beginning of the day after the date of the public sale for an amount equal to the deemed purchase price.
(2) **Allocation among assets** — The deemed purchase price shall be allocated among the assets of Conrail in accordance with the temporary regulations prescribed under [section 338 of title 26](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title26-section338&num=0&edition=prelim) (as such regulations were in effect on October 21, 1986). The Secretary shall establish specific guidelines for carrying out the preceding sentence so that the basis of each asset will be clearly ascertainable. For purposes of applying the regulations referred to in the first sentence, accounts receivable and materials and supplies shall be treated as cash equivalents.
(3) **Deemed purchase price** — For purposes of this subsection, the deemed purchase price is an amount equal to the gross amount received pursuant to the public sale, multiplied by a fraction—
(A) the numerator of which is 100 percent, and
(B) the denominator of which is the percentage (by value) of the stock of Conrail sold in the public sale.
The amount determined under the preceding sentence shall be adjusted under regulations prescribed by the Secretary for liabilities of Conrail and other relevant items.
**(b) No income from cancellation of debt or preferred stock** No amount shall be included in the gross income of any person by reason of any cancellation of any obligation (or preferred stock) of Conrail in connection with the public sale.
**(c) Disallowance of certain deductions** No deduction shall be allowed to Conrail for any amount which is paid after the date of the public sale to employees of Conrail for services performed on or before the date of the public sale.
**(d) Waiver of certain employee stock ownership plan provisions** For purposes of determining whether the employee stock ownership plans of Conrail meet the qualifications of sections 401 and 501 of title 26—
(1) the limits of section 415 of such title (relating to limitations on benefits and contributions under qualified plans) shall not apply with respect to interests in stock transferred pursuant to this Act or a law heretofore enacted, and
(2) the 2-year waiting period for withdrawals shall not apply to withdrawals of amounts (or shares) in participants accounts in connection with the public sale.
**(e) Definitions** For purposes of this section—
(1) **Conrail** — The term “Conrail” means the Consolidated Rail Corporation. Such term includes any corporation which was a subsidiary of Conrail immediately before the public sale.
(2) **Public sale** — The term “public sale” means the sale of stock in Conrail pursuant to a public offering under the Conrail Privatization Act [[45 U.S.C. 1301](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title45-section1301&num=0&edition=prelim) et seq.]. If there is more than 1 public offering under such Act, such term means the sale pursuant to the initial public offering under such Act.
(3) **Secretary** — The term “Secretary” means the Secretary of the Treasury or his delegate.
Cross-references
Connections may be documented source relationships, shared citations or nearby passages. Each explains its basis; a connection alone does not establish applicability to your situation.
Federal law — U.S. Code and appendices · legal_authorities
The Congress finds that—
(1) the bankruptcy of the Penn Central and other railroads in the Northeast and Midwest resulted in a transportation emergency which required the intervention of the Federal Government;
(2) the United States Government created the Consolidated Rail Corporation, which provides essential rail service to the Northeast and Midwest;
(3) the future of rail service in the Northeast and Midwest is essential and must be protected through rail service obligations, consistent with the transfer of the Corporation to the private sector;
(4) the Northeast Rail Service Act of 1981 has achieved its purpose in allowing the Corporation to become financially self-sustaining;
(5) the Federal Government has invested over $7,000,000,000 in providing rail service to the Northeast and Midwest;
(6) the Government, as a result of its ownership and investment of taxpayer dollars in the Corporation, controls substantial assets, including cash of approximately $1,000,000,000;
(7) the Corporation’s viability and sound performance allow it to be sold to the American public for a substantial sum through a public offering;
(8) a public offering of the Corporation’s stock will preserve competitive rail service in the region, provide a reasonable return to the Government, and protect employment;
(9) the Corporation’s employees contributed significantly to the turnaround in the Corporation’s financial performance and they should share in the Corporation’s success through a settlement of their claims for reimbursement for wages below industry standard, and a share in the common equity of the Corporation;
(10) the requirements of section 761(e) 11 See References in Text note below. of this title are met by this chapter; and
(11) the Secretary of Transportation has dischar
Source: Supplied U.S. Code snapshot — release unconfirmed · 45 U.S.C. § 1301
Stored review status: release_metadata_unconfirmed. Explicit cross-reference supplied in source Markdown; currentness and applicability require review.
Federal law — U.S. Code and appendices · legal_authorities
**(a) General rule** For purposes of this subtitle, if a purchasing corporation makes an election under this section (or is treated under subsection (e) as having made such an election), then, in the case of any qualified stock purchase, the target corporation—
(1) shall be treated as having sold all of its assets at the close of the acquisition date at fair market value in a single transaction, and
(2) shall be treated as a new corporation which purchased all of the assets referred to in paragraph (1) as of the beginning of the day after the acquisition date.
**(b) Basis of assets after deemed purchase**
(1) **In general** — For purposes of subsection (a), the assets of the target corporation shall be treated as purchased for an amount equal to the sum of—
(A) the grossed-up basis of the purchasing corporation’s recently purchased stock, and
(B) the basis of the purchasing corporation’s nonrecently purchased stock.
(2) **Adjustment for liabilities and other relevant items** — The amount described in paragraph (1) shall be adjusted under regulations prescribed by the Secretary for liabilities of the target corporation and other relevant items.
(3) **Election to step-up the basis of certain target stock**
(A) *In general* — Under regulations prescribed by the Secretary, the basis of the purchasing corporation’s nonrecently purchased stock shall be the basis amount determined under subparagraph (B) of this paragraph if the purchasing corporation makes an election to recognize gain as if such stock were sold on the acquisition date for an amount equal to the basis amount determined under subparagraph (B).
(B) *Determination of basis amount* — For purposes of subparagraph (A), the basis amount determined under this subparagraph shall be an amount equal to
Source: Supplied U.S. Code snapshot — release unconfirmed · 26 U.S.C. § 338
Stored review status: release_metadata_unconfirmed. Explicit cross-reference supplied in source Markdown; currentness and applicability require review.
Federal law — U.S. Code and appendices · legal_authorities
Page 261
TITLE 45—RAILROADS
§ 1303
1 See References in Text note below.
Sec.
1312.
Public offering.
1313.
Fees.
PART B—OTHER MATTERS RELATING TO SALE
1321.
Rail service obligations.
1322.
Ownership limitations.
1323.
Board of Directors.
1324.
Certain enforcement relief.
PART C—MISCELLANEOUS PROVISIONS
1341.
Abolition of United States Railway Associa-
tion.
1342.
Exemption from liability.
1343.
Charter amendment.
1344.
Status of Conrail after sale.
1345.
Effect on contracts.
1346.
Resolution of certain issues.
1347.
Tax treatment of Conrail public sale.
SUBCHAPTER I—GENERAL PROVISIONS
§ 1301. Findings
The Congress finds that—
(1) the bankruptcy of the Penn Central and
other railroads in the Northeast and Midwest
resulted in a transportation emergency which
required the intervention of the Federal Gov-
ernment;
(2) the United States Government created
the Consolidated Rail Corporation, which pro-
vides essential rail service to the Northeast
and Midwest;
(3) the future of rail service in the Northeast
and Midwest is essential and must be pro-
tected through rail service obligations, con-
sistent with the transfer of the Corporation to
the private sector;
(4) the Northeast Rail Service Act of 1981 has
achieved its purpose in allowing the Corpora-
tion to become financially self-sustaining;
(5) the Federal Government has invested
over $7,000,000,000 in providing rail service to
the Northeast and Midwest;
(6) the Government, as a result of its
ownership and investment of taxpayer dollars
in the Corporation, controls substantial as-
sets,
including
cash
of
approximately
$1,000,000,000;
(7) the Corporation’s viability and sound per-
formance allow it to be sold to the American
public for a substantial sum through a public
Source: Supplied 2024 U.S. Code historical extraction · 45 U.S.C. § 1301
Stored review status: historical_2024_not_currentness_verified. The source passage cites 45 U.S.C. § 1301. This identifies an authority to review, not proof of applicability.
Federal law — U.S. Code and appendices · legal_authorities
Page 268
TITLE 45—RAILROADS
§ 1343
1 See References in Text note below.
§ 1343. Charter amendment
Within 60 days after October 21, 1986, the Cor-
poration shall amend its Articles of Incorpora-
tion to contain the following provision, which
provision shall not be subject to amendment or
repeal:
‘‘It shall be a fundamental purpose of the Cor-
poration to maintain continued rail service in
its service area.’’.
(Pub. L. 99–509, title IV, § 4035, Oct. 21, 1986, 100
Stat. 1909.)
§ 1344. Status of Conrail after sale
The Corporation shall be a rail carrier as de-
fined in section 10102 of title 49, notwithstanding
this subchapter.
(Pub. L. 99–509, title IV, § 4036, Oct. 21, 1986, 100
Stat. 1909; Pub. L. 104–88, title III, § 332, Dec. 29,
1995, 109 Stat. 953.)
Editorial Notes
AMENDMENTS
1995—Pub. L. 104–88 substituted ‘‘section 10102’’ for
‘‘section 10102(19)’’.
Statutory Notes and Related Subsidiaries
EFFECTIVE DATE OF 1995 AMENDMENT
Amendment by Pub. L. 104–88 effective Jan. 1, 1996,
see section 2 of Pub. L. 104–88, set out as an Effective
Date note under section 1301 of Title 49, Transpor-
tation.
§ 1345. Effect on contracts
Nothing in this subchapter shall affect any ob-
ligation of the Corporation to carry out its
transportation contracts and equipment leases,
equipment trusts, and conditional sales agree-
ments, in accordance with their terms.
(Pub. L. 99–509, title IV, § 4037, Oct. 21, 1986, 100
Stat. 1909.)
§ 1346. Resolution of certain issues
(a) Employee issues
Section 4024 completely and finally—
(1) extinguishes all employee rights, and any
obligation of the United States, under section
761(e) 1 of this title as in effect immediately
before October 21, 1986;
(2) resolves any and all claims against the
Corporation or any other perso
Source: Supplied 2024 U.S. Code historical extraction · 45 U.S.C. § 1347
Stored review status: historical_2024_not_currentness_verified. Same stored citation; legal effect and authority still require review.