The Associate Chief Counsel (Corporate) of the US Internal Revenue Service (IRS) has issued a Memorandum that discusses the US tax consequences of cross-border restructuring transactions undertaken by a taxpayer's affiliated group. The restructuring occurred in two stages a few months apart. The first stage (the "F Reorganization") included a series of transactions that the taxpayer treated as a tax-free reorganization described in section 368(a)(1)(F) of the US Internal Revenue Code (IRC). The second stage (the "Transaction") involved a triangular reorganization where a foreign subsidiary (F Sub 5) acquired stock of its foreign parent company (F Sub 4) by, in...