The shares of a U.S. corporation (D Co) holding two Canadian subsidiaries (G Co and H Co) whose shares are taxable Canadian property are contributed by its U.S.-resident parent (B Co) to a U.S. affiliate. D Co then is converted under the Delaware corporate law into an LLC.
Rulings that "D Co will not be considered to have disposed of its shares of G Co or H Co as a result of its conversion from a corporation to an LLC…" and "following its conversion…D Co will be considered to be the same corporation that it was prior to the conversion."