Attorney Responds to Request for Comments on Corporate Letter Rulings

Submitter Information

Submitter Name: Monte Jackel
City: Silver Spring
Country: United States
State or Province: MD

Comment ID: IRS-2024-0021-0002
Received Date: May 2, 2024

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Comment

Subject: Notice 2024-38

1. References to other revenue procedures for part of the representation, for example, RP 2017-52, is confusing. Recommend incorporating what is to remain of those other revenue procedures into RP 2024-24 so that you only have to look at one revenue procedure.

2. Rev Proc 2024-24 makes multiple references to section 357(d). However, there are no proposed or final regulations or any other guidance on the provisions of section 357(d). Thus, how is it possible that the IRS will review assertions, representations and so on by the taxpayer relating to section 357(d) when there is no guidance published?

3. There are many representations in RP 2024-24. Many of them are representations as to legal matters and questions of law. Representations have traditionally been used as to factual maters. How do you justify so many representations as to maters of law? It does not seem to be appropriate.

4. The appendix lists RR 80-323 as guidance to be relied on. But the law relating to that ruling was made obsolete by section 357(d) and even though RR 80-323 has not been revoked, it has been overruled by section 357(d). The appendix needs to fix this.

5. The major emphasis on the me period separation for a recast seems to ascribe too much importance to me periods. See, e.g., reg. 1.197-2(k), example 19. ". . . Acquisition of partnership interest following formation of partnership. (i) The facts are the same as in Example 18 except that, in 2000, A formed P with an affiliate, S, and contributed the intangible to the partnership and except that in a subsequent year, in a transaction that is properly characterized as a sale of a partnership interest for Federal tax purposes, B purchases a 50 percent interest in P from A. . . . "