Content area
Abstract
The author examines the history of the Code Sec. 708 continuation rules and analyzes when a partnership should be considered a continuation of an existing partnership in a variety of contexts, paying special attention to the relationship of the continuation rules with the technical termination rules and the merger and division rules and with the "F-in-a-bubble" approach to corporate re-incorporations. This article is divided into three parts. Part I addresses the background of partnership continuations, focusing on the history of Code Sec. 708(a) and the relationship between partnership continuations, on the one hand, and partnership mergers and divisions, on the other hand. Part II reviews the continuation authorities and identifies partnership continuations and the resulting transactional recast in a variety of structures. Finally, Part III addresses the treatment of the continuing partners in the continuing partnership and argues in support of treating a partnership continuation as a "tax nothing," rather than as a realization event, for such partners.