The Securities and Exchange Commission staff denied the request of Smart Move, Inc. to allow shareholders to tack their holding period of the corporation stock with their holding period of membership interests in the predecessor limited liability company. The reorganization into the corporation occurred when the limited liability company merged into its wholly owned corporate subsidiary. The staff reply gave no explanation why this was contrary to its position in Hygeia Sciences, Inc., p.a. March 13, 1986. Hygeia set forth five elements to tack holding periods of a limited liability company membership interest with stock of a successor corporation. These are: (i) the governing document contemplates the reorganization; (ii) equity holders of the predecessor entity may not veto or have meaningful decision-making authority with respect to the reorganization; (iii) in the reorganization equity holders receive shares proportionate to their equity interests in the predecessor; (iv) the successor corporation carries on substantially the same business as the predecessor; and (v) no additional consideration was paid for the shares received in exchange for their membership interests. The only distinction between the two situations was the original limited liability company agreement in Smart Move did not provide for a succession without member consent, but it was amended to do so.