45 U.S.C. § 1347 — Tax treatment of Conrail public sale

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 person arising under the Definitive Agreement referred to in sec- tion 4024(d)(1) or any other agreement con- taining similar terms and conditions; (3) resolves all claims to pay entitlements arising out of the pay increase deferrals by present and former employees of the Corpora- tion under the Agreement of May 5, 1981, be- tween Conrail and Certain Labor Organiza- tions for Labor Contributions to Self-Suffi- ciency for Conrail; (4) resolves all issues raised by notices served by representatives of such employees under section 156 of this title proposing repay- ment of or compensation for such deferrals; and (5) resolves all claims against the Railway Labor Executives’ Association or the Corpora- tion by any adviser, consultant, or other per- son who has provided services to such associa- tion in connection with any matter referred to in this subchapter. (b) Corporation actions The Corporation shall not be considered to be in breach, default, or violation of any agreement to which it is a party, notwithstanding any pro- vision of such agreement, because of any provi- sion of this subchapter or any action the Cor- poration is required to take under this sub- chapter. (c) Right to sue withdrawn The United States hereby withdraws any stat- ed or implied consent for the United States, or any agent or officer of the United States, to be sued by any person for any legal, equitable, or other relief with respect to any claim arising out of, or resulting from, acts or omissions under this subchapter, except actions brought to require the Secretary of Transportation to per- form duties or acts required under part A of this subchapter. (Pub. L. 99–509, title IV, § 4038, Oct. 21, 1986, 100 Stat. 1909.) Editorial Notes REFERENCES IN TEXT Section 4024, referred to in subsec. (a), is section 4024 of Pub. L. 99–509, which amended section 797 of this title, provided for repeal of section 797 of this title ef- fective on the sale date of the Consolidated Rail Cor- poration, and enacted provisions set out as a note under section 797 of this title. Section 4024(d)(1) is set out as a note under section 797 of this title. Section 761 of this title, referred to in subsec. (a)(1), was repealed by Pub. L. 99–509, title IV, § 4033(a)(1), Oct. 21, 1986, 100 Stat. 1908. Part A of this subchapter, referred to in subsec. (c), was in the original ‘‘subpart A’’ meaning subpart A (§§ 4011–4013) of part 2 of subtitle A of title IV of Pub. L. 99–509, Oct. 21, 1986, 100 Stat. 1895, which enacted part A of this subchapter and amended section 726 of this title. For complete classification of this Act to the Code, see Tables. § 1347. Tax treatment of Conrail public sale (a) Treatment as new corporation (1) In general For periods after the public sale, for pur- poses of title 26, Conrail shall be treated as a new corporation which purchased all of its as- sets 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 (as such regula- tions 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 as- certainable. For purposes of applying the regu- lations referred to in the first sentence, ac- Page 269 TITLE 45—RAILROADS § 1347 counts 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 per- centage (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 pre- ferred stock No amount shall be included in the gross in- come of any person by reason of any cancella- tion 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 em- ployee 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 (re- lating to limitations on benefits and contribu- tions under qualified plans) shall not apply with respect to interests in stock transferred pursuant to this Act or a law heretofore en- acted, 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 cor- poration which was a subsidiary of Conrail im- mediately 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 et seq.]. If there is more than 1 public of- fering 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. (Pub. L. 99–509, title VIII, § 8021, Oct. 21, 1986, 100 Stat. 1954; Pub. L. 99–514, § 2, Oct. 22, 1986, 100 Stat. 2095.) Editorial Notes REFERENCES IN TEXT This Act, referred to in subsec. (d)(1), is Pub. L. 99–509, Oct. 21, 1986, 100 Stat. 1874, known as the Omni- bus Budget Reconciliation Act of 1986. For complete classification of this Act to the Code, see Tables. The Conrail Privatization Act, referred to in subsec. (e)(2), is subtitle A (§§ 4001–4052) of title IV of Pub. L. 99–509, Oct. 21, 1986, 100 Stat. 1892, which is classified principally to this chapter (§ 1301 et seq.). For complete classification of this Act to the Code, see Short Title note set out under section 1301 of this title and Tables. CODIFICATION This section was enacted as part of the Omnibus Budget Reconciliation Act of 1986, and not as part of subtitle A of title IV of that Act, known as the Conrail Privatization Act, which comprises this chapter. AMENDMENTS 1986—Subsecs. (a)(1), (2), (d). Pub. L. 99–514 sub- stituted ‘‘Internal Revenue Code of 1986’’ for ‘‘Internal Revenue Code of 1954’’, which for purposes of codifica- tion was translated as ‘‘title 26’’ thus requiring no change in text.