Here the IRS ruled, in accordance with I.R.C. Sec. 368(a)(1)(D), that a proposed corporate reorganization resulting in the division of their corporation into two corporation would not trigger gain or loss. The IRS noted that the proposed transaction satisfied all of the requirements of I.R.C. Sec. 355, but expressed no opinion on whether the reorganization had a legitimate business purpose as required by Treas. Reg. Sec. 1.355-2(b). Priv. Ltr. Rul. 201411012 (Dec. 4, 2013).