Michael L. Schler (Cravath, New York) presents Rebooting Section 356 at NYU today as part of its Colloquium Series on Tax Policy and Public Finance. The co-convenors of the colloquium are Daniel Shaviro (NYU) & Mihir Desai (Harvard Business School).  Here is part of the Introduction:

Section 356 applies when a shareholder receives both stock and nonstock consideration (“boot”) in a reorganization under section 368. The section is very short, but it has been the subject of much controversy. Some issues under the section are longstanding. Other issues achieved prominence more recently, and one significant issue even reached the Supreme Court. Recent developments include new final regulations, pending proposed regulations that would make significant changes to the existing regulations, and proposed statutory changes contained in the two most recent Administration Budget Proposals. This paper discusses a number of issues under the section and suggests changes to both the statute and the regulations thereunder.