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TITLE 26-INTERNAL REVENUE CODE which the acquired assets or stock are trans- ferred. In the case of a reorganization qualify- ing under paragraph (1)(A) of subsection (a) by reason of paragraph (2)(D) of that subsection, the term "a party to a reorganization" includes the controlling corporation referred to in such paragraph (2)(D). In the case of a reorganiza- tion qualifying under subsection (a)(1)(A) by reason of subsection (a)(2)(E), the term "party to a reorganization" includes the controlling corporation referred to in subsection (a)(2)(E). (c) Control For purposes of part I (other than section 304), part II, this part, and Part V, the term "control" means the ownership of stock pos- sessing at least 80 percent of the total com- bined voting power of all classes of stock enti- tled to vote and at least 80 percent of the total number of shares of all other classes of stock of the corporation. (Aug. 16, 1954, ch. 736, 68A Stat. 120; Feb. 26, 1964, Pub. L. 88-272, title II, § 218(a), (b), 78 Stat. 57; Oct. 22, 1968, Pub. L. 90-621, § l(a), (b), 82 Stat. 1310, 1311; Jan. 12, 1971, Pub, L. 91- 693, § 1(a). (b), 84 Stat. 2077; Oct. 4, 1976, Pub. L. 94-455, title VIII, § 806(f)(1), title XXI, § 2131(a), 90 Stat. 1605, 1922.) AMENDMENTS 1976-Subsec. (a)(2)(F). Pub. L. 94-455, §2131(a), added subsec. (a)(2)(F). Subsec. (c). Pub. L. 94-445, §806(f)(1), substituted "this part, and Part V," for "and this part,". 1971-Subsec. (a)(2). Pub. L. 91-693, § l(a), added subpar. (E). Subsec. (b). Pub. L. 91-693, § l(b), defined the term "party to a reorganization" in the case of a reorganiza- tion qualifying under subsection (a)(1)(A) by reason of subsection (a)(2)(E). 1968-Subsec. (a)(2). Pub. L. 90-621, § 1(a), added subpar. (D). Subsec. (b). Pub. L. 90-621, § l(b), added reference to the inclusion of the controlling corporation in the term "a party to a reorganization" in reorganizations qualifying under paragraph (1)(A) of subsection (a) by reason of paragraph (2)(D) of subsection (a). 1964-Subsec. (a). Pub. L. 88-272, § 218(a), (b)(1), in- serted "(or in exchange solely for all or a part of the voting stock of a corporation which is in control of the acquiring corporation)" in par. (1)(B), and in par. (2)(C), inserted references to par. (1)(B), and substitut- ed "assets or stock" for "assets" wherever appearing. Subsec. (b). Pub, L. 88-272, § 218(b)(2), inserted ref- erences to par. (1)(B) wherever appearing. EFFECTIVE DATE OF 1976 AMENDMENT Section 2131(f)(1), (2) of Pub. L. 94-455 provided that: "(1) Except as provided in paragraph (2), the amend- ment made by subsection (a) [enacting subsec. (a)(2)(F) of this section] shall apply to transfers made after February 17, 1976, in taxable years ending after such date. "(2) The amendment made by subsection (a) shall not apply to transfers made in accordance with a ruling issued by the Internal Revenue Service before February 18, 1976, holding that a proposed transaction would be a reorganization described in paragraph (1) of section 368(a) of the Internal Revenue Code of 1954 [subsec. (a) of this section]." For effective date of amendment of subsec. c) by section 806(f)(1) of Pub. L. 94-455, see section 806(g)(2), (3) of Pub. L. 94-455, set out as an Effective Date of 1976 Amendment note under section 382 of this title. EFFECTIVE DATE OF 1971 AMENDMENT Section 1(c) of Pub, L. 91-693 provided that: "The amendments made by this section [to subsecs. (a)(2) and (b) of this section] shall apply to statutory merg- ers occurring after December 31, 1970." EFFECTIVE DATF OF 1968 AMENDMENT Section l(c) of Pub. L. 90-621 provided that: "The amendments made by subsections (a) and (b) (amend- ing this section] shall apply to statutory mergers oc- curring after the date of the enactment of this Act [Oct. 22, 1968]." EFFECTIVE DATE OF 1964 AMENDMENT Section 218(c) of Pub. L. 88-272 provided that: "The amendments made by this section [to this section] shall apply with respect to transactions after Decem- ber 31, 1963, in taxable years ending after such date." CROSS REFERNCES Assumption of liability, liabilities in excess of basis, see section 357 of this title. Carryovers in certain corporate acquisitions, operat- Ing rules, see section 381 of this title. Dividends paid on certain preferred stock of public utilities, stock issued in reorganization as defined in this section, see section 247 of this title. Section 306 stock defined, stock received in reorgani- zation within meaning of this section, see section 306 of this title. Taxability of beneficiary of employees' trust, certain plan terminations, see section 402 of this title. Transfer to corporation controlled by transferor, definition of control, see section 351 of this title. Transferred assets, other taxes, see section 6901 of this title. SECTION REFERRED TO IN OTHER SECTIONS This section is referred to in sections 247, 249, 279, 306, 351, 354, 355, 357, 381, 382, 402, 512, 815, 995, 1101, 1232, 1244, 4912. 4920, 6166, 6166A, 6901 of this title; title 12 section 1717. PART IV-INSOLVENCY REORGANIZATIONS Sec. 371. 372. [373. 374. Reorganization in certain receivership and bank- ruptcy proceedings. Basis in connection with certain receivership and bankruptcy proceedings. Repealed.] Gain or loss not recognized in certain railroad reorganizations. AMENDMENTS 1976-Pub. L. 94-455, title XIX, § 1901(b)(14)(E), Oct. 4, 1976, 90 Stat. 1796, struck out item 373 "Loss not recognized in certain railroad reorganizations". 1956-Act June 29, 1956, ch. 463, § 4, 70 Stat. 403, added Item 374. § 371. Reorganization in certain receivership and bankruptcy proceedings (a) Exchanges by corporations (1) In general No gain or loss shall be recognized if prop- erty of a corporation (other than a railroad corporation, as defined in section 77(m) of the Bankruptcy Act (11 U.S.C. 205)) is trans- ferred in pursuance of an order of the court having jurisdiction of such corporation- (A) in a receivership, foreclosure, or simi- lar proceeding, or (B) in a proceeding under chapter X of the Bankruptcy Act (11 U.S.C. 501 and fol- lowing), Page 269