,,ii #aaith ,,congress #b;d ,session ,s4 #dahe ,,in ,,the ,,senate ,,of ,,the ,,united ,,states ,march #be1 #bjbf,mr4 ,whitehouse 7for himself and ,mr4 ,hawley7 introduced the following bill2 which was read twice and referred to the ,committee on ,finance ,a ,,bill ,to amend the ,internal ,revenue ,code of #aihf to end the tax-free treatment of certain corporate reorganizations that involve large corporations4 #a4 ,short title ,this ,act may be cited as the ,stop ,subsidizing ,giant ,mergers ,act4 #b4 ,modification of rules relating to corporate reorganizations for certain large corporations 7a7 ,acquisitive reorganizations ,section #cfh7;a77#b7 of the ,internal ,revenue ,code of #aihf is amended by adding at the end the following new subparagraph3 7,i7 ,special rules with respect to certain acquisitive reorganizations described in paragraph 7#a77;,a71 7#a77;,b71 7#a77;,c71 and 7#a77;,d7 7i7 ,in general ,a merger1 consolidation1 acquisition1 or transfer which is described in clause 7ii7 shall not be treated as a merger1 consolidation1 acquisition1 or transfer described in paragraph 7#a77;,a71 7#a77;,b71 7#a77;,c71 or 7#a77;,d74 7ii7 ,transactions described ,a merger1 consolidation1 acquisition1 or transfer is described in this clause if-- 7,i7 such merger1 consolidation1 acquisition1 or transfer is1 or is treated as1 the acquisition of the stock or assets of another corporation1 7,,ii7 such merger1 consolidation1 acquisition1 or transfer is not excepted under clause 7iii71 and 7,,iii7 the combined average annual gross receipts of the acquiring corporation and the acquired corporation for the #c-taxable year period which precedes the taxable year in which the merger1 consolidation1 acquisition1 or transfer is completed exceeds #ejj1jjj1jjj4 7iii7 ,exceptions ,a merger1 consolidation1 acquisition1 or transfer is excepted under this clause if-- 7,i7 either the acquiring corporation or the acquired corporation controls the other immediately before 7and1 if both corporations continue to exist1 after7 the merger1 consolidation1 acquisition1 or transfer 7as the case may be71 7,,ii7 any other corporation controls both the acquiring corporation and the acquired corporation immediately before 7and1 if both corporations continue to exist1 after7 the merger1 consolidation1 acquisition1 or transfer 7as the case may be71 or 7,,iii7 either the acquiring corporation or the acquired corporation meets the gross receipts test of section #ddh7;c77#a7 for the taxable year in which the merger1 consolidation1 acquisition1 or transfer is completed4 7iv7 ,aggregation and other special rules ,rules similar to the rules of paragraphs 7#b7 and 7#c7 of section #ddh7;c7 shall apply for purposes of clause 7i77,,ii71 except that 7unless otherwise provided by the ,secretary7 the rules of section #ddh7;c77#b7 shall not apply in determining the average annual gross receipts of the acquired corporation4 7v7 ,inflation adjustment ,in the case of any taxable year beginning after #bjbf1 the dollar amount in clause 7ii77,,iii7 shall be increased by an amount equal to-- 7,i7 such dollar amount1 multiplied by 7,,ii7 the cost-of-living adjustment determined under section #a7;f77#c7 for the calendar year in which such taxable year begins1 determined by substituting calendar year #bjbe for calendar year #bjaf in subparagraph 7,a77ii7 thereof4 ,if any amount as increased under the preceding sentence is not a multiple of #a1jjj1jjj1 such amount shall be rounded to the nearest multiple of #a1jjj1jjj4 7vi7 ,regulations and guidance ,the ,secretary may prescribe such regulations and other guidance as are necessary or appropriate to carry out1 and to prevent the abuse of the purposes of1 this subparagraph1 including rules-- 7,i7 to prevent the avoidance of the application of this subparagraph through the use of a series of transactions designed and executed as parts of a unitary plan1 and 7,,ii7 for the nonapplication of the rules of clause 7i7 where such nonapplication is consistent with the purposes of this subparagraph4 4 7b7 ,transfers to corporations controlled by transferors ,section #cea is amended by redesignating subsection 7h7 as subsection 7i7 and by inserting after subsection 7g7 the following new subsection3 7h7 ,special rule with respect to multiple transferors 7#a7 ,in general ,subsection 7a7 shall not apply to any transfer of property by two or more persons which are corporations if the combined average annual gross receipts of such persons for the #c-taxable year period which precedes the taxable year of the transfer exceeds #ejj1jjj1jjj4 7#b7 ,exception ,clause 7i7 shall not apply if-- 7,a7 such persons control the corporation to which the property is transferred immediately before the transfer1 7,b7 another corporation controls all such persons and the corporation to which the property is transferred immediately before the transfer1 or 7,c7 all such persons meet the gross receipts test of section #ddh7;c77#a7 for the taxable year in which the transfer is made4 7#c7 ,aggregation and other special rules ,rules similar to the rules of paragraphs 7#b7 and 7#c7 of section #ddh7;c7 shall apply for purposes of paragraph 7#a74 7#d7 ,inflation adjustment ,in the case of any taxable year beginning after #bjbf1 the dollar amount in paragraph 7#a7 shall be increased by an amount equal to-- 7,a7 such dollar amount1 multiplied by 7,b7 the cost-of-living adjustment determined under section #a7;f77#c7 for the calendar year in which such taxable year begins1 determined by substituting calendar year #bjbe for calendar year #bjaf in subparagraph 7,a77ii7 thereof4 ,if any amount as increased under the preceding sentence is not a multiple of #a1jjj1jjj1 such amount shall be rounded to the nearest multiple of #a1jjj1jjj4 7#e7 ,regulations and guidance ,the ,secretary may prescribe such regulations and other guidance as are necessary or appropriate to carry out1 and to prevent the abuse of the purposes of1 this subparagraph1 including rules-- 7,a7 to prevent the avoidance of the application of this subsection through the use of a series of transactions designed and executed as parts of a unitary plan1 and 7,b7 for the nonapplication of the rules of paragraph 7#a7 where such nonapplication is consistent with the purposes of this subsection4 4 7c7 ,effective date ,the amendments made by this section shall apply to transfers after the date of the enactment of this ,act4