100 STAT. 2280
PUBLIC LAW 99-514—OCT. 22, 1986
section 338 of the Internal Revenue Code of 1986 where the acquisition date (within the meaning of such section 338) is before January 1, 1989. (8) APPLICATION OF SECTION 1374.—Rules similar to the rules of this subsection shall apply for purposes of applying section 1374 of the Internal Revenue Code of 1986 (as amended by section 632) in the case of a qualified corporation which becomes an S corporation for a taxable year beginning before January 1, 1989. (d) COMPLETE LIQUIDATION DEFINED.—For purposes of this section, a corporation shall be treated as completely liquidated if all of the assets of such corporation are distributed in complete liquidation, less assets retained to meet claims. (e) OTHER TRANSITIONAL RULES.—
(1) The amendments made by this subtitle shall not apply to any liquidation of a corporation incorporated under the laws of Pennsylvania on August 3, 1970, if^ (A) the board of directors of such corporation approved a plan of liquidation before January 1, 1986, 1 (B) an agreement for the sale of a material portion of the It assets of such corporation was signed on May 9, 1986 (whether or not the assets are sold in accordance with such agreement), and (C) the corporation is completely liquidated on or before December 31, 1988. (2) The amendments made by this subtitle shall not apply to any liquidation (or deemed liquidation under section 338 of the Internal Revenue Code of 1986) of a diversified financial services corporation incorporated under the laws of Delaware on May 9, 1929, pursuant to a binding written contract entered into on or before December 31, 1986; but only if the liquidation is completed (or in the case of a section 338 election, the acquisition date occurs) before January 1, 1988. (3) The amendments made by this subtitle shall not apply to any distribution, or sale, or exchange— (A) of the assets owned (directly or indirectly) by a testamentary trust established under the will of a decedent dying on June 15, 1956, or its beneficiaries, (B) made pursuant to a court order in an action filed on January 18, 1984, if such order— (i) is issued after July 31, 1986, and (ii) directs the disposition of the assets of such trust .. and the division of the trust corpus into 3 separate subtrusts. For purposes of the preceding sentence, an election under section 338(g) of the Internal Revenue Code of 1986 (or an election under section 338(h)(10) of such Code) qualifying as a section 337 liquidation pursuant to regulations prescribed by the Secretary under section 1.338(h)(10)-lT(j)) made in connection with a sale or exchange pursuant to a court order described in subparagraph (B) shall be treated as a sale of exchange, c (4)(A) The amendments made by this subtitle shall not apply to any distribution, or sale, or exchange— (i) if— (I) an option agreement binding on the selling corporation to sell substantially all its assets is executed
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