Today, the IRS issued proposed regulations (REG-133673-15) which provide guidance on the amount and timing of a deemed distribution under section 305(c) that result from adjustments to rights to acquire stock. The proposed regulations state that the value of a deemed distribution would be the excess of (1) the FMV of the right to acquire the stock immediately after the applicable adjustment over (2) the FMV of the right to acquire the stock without the applicable adjustment.