Introduction

In December 2008, the IRS issued Notice 2009-7 to spotlight a transaction that it suspected was being used by U.S. taxpayers to avoid the current inclusion in gross income of certain income of “controlled foreign corporations” (“CFCs”) pursuant to § 95 (a) of the Internal Revenue Code of 1986, as amended (the “Code”).1 The IRS designated the transaction as a “transaction of interest” for purposes of Regulation § 1.6011- (b)(6) and Code §§ 6111 and 6112.