n-01-51.pdf

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# Part III - Administrative, Procedural, and Miscellaneous

## Listed Transactions Update

Notice 2001-51

On February 28, 2000, the Internal Revenue Service issued Notice 2000-15,
2000-12 I.R.B. 826, identifying certain transactions as "listed transactions" for purposes
of ' 1.6011-4T(b)(2) of the temporary Income Tax Regulations and ' 301.6111-2T(b)(2)
of the temporary Procedure and Administration Regulations. This notice restates the
list of transactions identified in Notice 2000-15 as "listed transactions" effective
February 28, 2000, and updates the list by adding transactions identified in notices
released subsequent to February 28, 2000.

Transactions that are the same as or substantially similar to transactions
described in the list below have been determined by the Service to be tax avoidance
transactions and are identified as "listed transactions" for purposes of ' 1.6011-4T(b)(2)
and ' 301.6111-2T(b)(2). As a result, corporate taxpayers may need to disclose their
participation in these listed transactions as prescribed in ' 1.6011-4T, and promoters
(or other persons responsible for registering tax shelter transactions) may need to
register these transactions under ' 301.6111-2T. In addition, promoters must maintain
lists of investors and other information with respect to these listed transactions pursuant
to ' 301.6112-1T.

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(1) Rev. Rul. 90-105, 1990-2 C.B. 69 (transactions in which taxpayers claim
deductions for contributions to a qualified cash or deferred arrangement or matching
contributions to a defined contribution plan where the contributions are attributable to
compensation earned by plan participants after the end of the taxable year (identified
as "listed transactions" on February 28, 2000));

(2) Notice 95-34, 1995-1 C.B. 309 (certain trust arrangements purported to
qualify as multiple employer welfare benefit funds exempt from the limits of '' 419 and
419A of the Internal Revenue Code (identified as "listed transactions" on February 28,
2000));

(3) Notice 95-53, 1995-2 C.B. 334 (certain multiple-party transactions intended to
allow one party to realize rental or other income from property or service contracts and
to allow another party to report deductions related to that income (often referred to as
Alease strips®) (identified as "listed transactions" on February 28, 2000));

(4) Transactions described in Part II of Notice 98-5, 1998-1 C.B. 334
(transactions in which the reasonably expected economic profit is insubstantial in
comparison to the value of the expected foreign tax credits (identified as "listed
transactions" on February 28, 2000));

(5) Transactions substantially similar to those at issue in ASA Investerings
Partnership v. Commissioner, 201 F.3d 505 (D.C. Cir. 2000), and ACM Partnership v.
Commissioner, 157 F.3d 231 (3d Cir. 1998) (transactions involving contingent
installment sales of securities by partnerships in order to accelerate and allocate
income to a tax-indifferent partner, such as a tax-exempt entity or foreign person, and

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to allocate later losses to another partner (identified as "listed transactions" on February
28, 2000));

(6) Treas. Reg. ' 1.643(a)-8 (transactions involving distributions described in
' 1.643(a)-8 from charitable remainder trusts (identified as "listed transactions" on
February 28, 2000));

(7) Rev. Rul. 99-14, 1999-1 C.B. 835 (transactions in which a taxpayer purports
to lease property and then purports to immediately sublease it back to the lessor (that
is, lease-in/lease-out or LILO transactions) (identified as "listed transactions" on
February 28, 2000));

(8) Notice 99-59, 1999-2 C.B. 761 (transactions involving the distribution of
encumbered property in which taxpayers claim tax losses for capital outlays that they
have in fact recovered (identified as "listed transactions" on February 28, 2000));

(9) Treas. Reg. ' 1.7701(l)-3, (transactions involving fast-pay arrangements as
defined in ' 1.7701(l)-3(b) (identified as "listed transactions" on February 28, 2000));

(10) Rev. Rul. 2000-12, 2000-11 I.R.B. 744 (certain transactions involving the
acquisition of two debt instruments the values of which are expected to change
significantly at about the same time in opposite directions (identified as "listed
transactions" on February 28, 2000));

(11) Notice 2000-44, 2000-36 I.R.B. 255 (transactions generating losses
resulting from artificially inflating the basis of partnership interests (identified as "listed
transactions" on August 11, 2000));

(12) Notice 2000-60, 2000-49 I.R.B. 568 (transactions involving the purchase of

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a parent corporation-s stock by a subsidiary, a subsequent transfer of the purchased
parent stock from the subsidiary to the parents employees, and the eventual liquidation
or sale of the subsidiary (identified as "listed transactions" on November 16, 2000));

(13) Notice 2000-61, 2000-49 I.R.B. 569 (transactions purporting to apply ' 935
to Guamanian trusts (identified as "listed transactions" on November 21, 2000));

(14) Notice 2001-16, 2001-9 I.R.B. 730 (transactions involving the use of an
intermediary to sell the assets of a corporation (identified as "listed transactions" on
January 18, 2001));

(15) Notice 2001-17, 2001-9 I.R.B. 730 (transactions involving a loss on the sale
of stock acquired in a purported ' 351 transfer of a high basis asset to a corporation
and the corporation's assumption of a liability that the transferor has not yet taken into
account for federal income tax purposes (identified as "listed transactions" on January
18, 2001)); and

(16) Notice 2001-45, 2001-33 I.R.B. _ (certain redemptions of stock in
transactions not subject to U.S. tax in which the basis of the redeemed stock is
purported to shift to a U.S. taxpayer (identified as "listed transactions" on July 26,
2001)).

Notice 2000-15 is supplemented and superseded.

The principal author of this notice is David A. Shulman of the Office of Associate
Chief Counsel (Passthroughs and Special Industries). For further information regarding
this notice contact Mr. Shulman at (202) 622-3080 (not a toll-free call).