Today, the IRS issued Notice 2015-59, which states that Treasury and the IRS are studying various issues under sections 355 and 337(d) relating to transactions involving one or more of the following characteristics: (i) ownership by the distributing corporation or the controlled corporation of investment assets having substantial value in relation to (a) the value of all of such corporation’s assets and(b) the value of the assets of the active trade(s) or business(es) on which the distributing corporation or the controlled corporation relies to satisfy the requirements of section 355(b) (qualifying business assets); (ii) a significant difference between the distributing corporation’s ratio of investment assets to assets other than investment assets and such ratio of the controlled corporation; (iii) ownership by the distributing corporation or the controlled corporation of a small amount of qualifying business assets in relation to all of its assets; and (iv) an election by the distributing corporation or the controlled corporation (but not both) to be a regulated investment company (RIC) or a real estate investment trust (REIT).  The IRS also issued Revenue Procedure 2015-43, which adds certain of these transactions to the list of no-rule areas. Specifically, the IRS ordinarily will not rule on distributions in which (i) property owned by distributing or controlled become property of a RIC or REIT in a “conversion transaction” for which no deemed sale election is made or (ii) the fair market value of the gross assets relied upon to satisfy the active trade or business requirement is less than five percent of the total fair market value of the gross assets of the corporation.  Revenue Procedure 2015-43 further provides that the IRS will not rule pending further study on distributions in which all of the following conditions exist: (i) the fair market value of investment assets of distributing or controlled is 2/3 or more of the total fair market value of its gross assets; (ii) the fair market value of the gross assets relied upon to satisfy the active trade or business requirement is less than 10% of the fair market value of its investment assets; and (iii) the ratio of the fair market value of the investment assets to the fair market value of non-investment assets of distributing or controlled is three times or more of such ratio for the other corporation.