Substantially All the Assets

Substantially All the Assets means:
a requirement under Former IRC (check if this IRC provision is current here) §368(a)(l)(C) that an acquiring corporation in some reorganizations (e.g., A-type and C-type) must acquire substantially all the assets of another corporation. Case law indicates that 86% of total net worth is sufficient, but 68% is insufficient. For ruling purposes, the U.S. Internal Revenue Service (IRS) requires assets representing at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by the target company to be transferred. Former Revenue Ruling (check if this Rev. Rul. interpretation is current) 77-37, 1977-2 C.B. 568; Former Revenue Procedure (check if this Rev. Proc. U.S. Internal Revenue Service (IRS) statement is current) 86-42, 1986-2 C.B. 722.