1. IRC §501(c)(25)(E)(iii) provides that if a corporation which was a “qualified subsidiary” ceases to meet the requirements of IRC §501(c)(25)(E)(ii), it is treated as a new corporation acquiring all of its assets (and assuming all of its liabilities) from its IRC §501(c)(25) parent immediately before the date it ceased to be a “qualified subsidiary” in exchange for its stock. When a qualified subsidiary becomes disqualified, the rules set out in IRC §337(d) should be considered, along with the rules governing corporate reorganizations set out in IRC §351.