Rev. Proc. 82-31

SECTION 1. BACKGROUND

Rev. Proc. 82-22, page 469, this Bulletin, contains in section 5 a list of those areas of the Internal Revenue Code under the jurisdiction of the Associate Chief Counsel (Technical) which are under extensive study and in which ruling or determination letters will not be issued until the Service resolves the issue through publication of a revenue ruling, revenue procedure, regulations or otherwise.

SEC. 2. PROCEDURE

Rev. Proc. 82-22 is amplified to include the following under section 5:

"Section 346. -- Partial Liquidation. -- Whether the absence of an actual redemption of stock is a meaningless gesture within the meaning of Rev. Rul. 79-257, 1979-2 C.B. 136, as amplified by Rev. Rul. 81-3 1981-1 C.B. 125, when:

(i) the corporation has outstanding more than one class of stock and there are priorities in dividend or liquidating distributions or any other differences in stock rights, or

(ii) either under the terms of the stock or as established contractually, there are outstanding any rights affecting the corporation's stock, such as, but not limited to, warrants, options, convertible securities, shareholder agreements, or rights of first refusal."

SEC. 3. EFFECTS ON OTHER REVENUE PROCEDURES

Section 5 of Rev. Proc. 82-22 is amplified.

SEC. 4. EFFECTIVE DATE

This revenue procedure will apply to all ruling requests on hand in the National Office on May 10, 1982, the date of publication of this revenue procedure in the Internal Revenue Bulletin, as well as to requests received thereafter.