republic-os/legal/us/code/title-26/chapter-54/section-5881.md

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LegalText	26 U.S.C. § 5881	Greenmail	us	united_states_code	code_section	26	INTERNAL REVENUE CODE	54	GREENMAIL	5881	26 U.S.C. § 5881	current	119-100	2026-06-26	official	https://uscode.house.gov/download/releasepoints/us/pl/119/100/xml_usc26@119-100.zip	/us/usc/t26/s5881	data/legal/raw/us/code/title-26/usc26.xml	064e72d6e87f08ccbdf719b49b505824f722c826ec34cccb20065dfc3d9cbdef	a261f094809116f42a96648a3d5eee80fa010379d67412551c21dd5c900b27f4	d0ae4cd8f5aa8fa1a9ad5e38f96c66d91a40e2d96157c4af119f5df564c3a4eb	2026-07-04	official	legal us-code

26 U.S.C. § 5881 - Greenmail

Text

(a) Imposition of tax There is hereby imposed on any person who receives greenmail a tax equal to 50 percent of gain or other income of such person by reason of such receipt.

(b) Greenmail For purposes of this section, the term “greenmail” means any consideration transferred by a corporation (or any person acting in concert with such corporation) to directly or indirectly acquire stock of such corporation from any shareholder if—

(1) such shareholder held such stock (as determined under section 1223) for less than 2 years before entering into the agreement to make the transfer,

(2) at some time during the 2-year period ending on the date of such acquisition—

(A) such shareholder,

(B) any person acting in concert with such shareholder, or

(C) any person who is related to such shareholder or person described in subparagraph (B),

made or threatened to make a public tender offer for stock of such corporation, and

(3) such acquisition is pursuant to an offer which was not made on the same terms to all shareholders.

For purposes of the preceding sentence, payments made in connection with, or in transactions related to, an acquisition shall be treated as paid in such acquisition.

(c) Other definitions For purposes of this section—

(1) Public tender offer The term “public tender offer” means any offer to purchase or otherwise acquire stock or assets in a corporation if such offer was or would be required to be filed or registered with any Federal or State agency regulating securities.

(2) Related person A person is related to another person if the relationship between such persons would result in the disallowance of losses under section 267 or 707(b).

(d) Tax applies whether or not amount recognized The tax imposed by this section shall apply whether or not the gain or other income referred to in subsection (a) is recognized.

(e) Administrative provisions For purposes of the deficiency procedures of subtitle F, any tax imposed by this section shall be treated as a tax imposed by subtitle A.

(Added Pub. L. 100–203, title X, § 10228(a), Dec. 22, 1987, 101 Stat. 1330–417; amended Pub. L. 100–647, title II, § 2004(o)(1)(A), (B)(i), (C), (2), Nov. 10, 1988, 102 Stat. 3608.)

Notes

Editorial Notes

Amendments1988—Subsec. (a). Pub. L. 100–647, § 2004(o)(1)(A), substituted “gain or other income of such person by reason of such receipt” for “gain realized by such person on such receipt”. Subsec. (b). Pub. L. 100–647, § 2004(o)(1)(B)(i), substituted “a corporation (or any person acting in concert with such corporation) to directly or indirectly acquire stock of such corporation” for “a corporation to directly or indirectly acquire its stock”. Subsec. (d). Pub. L. 100–647, § 2004(o)(1)(C), substituted “amount” for “gain” in heading and inserted “or other income” after “the gain” in text. Subsec. (e). Pub. L. 100–647, § 2004(o)(2), added subsec. (e).

Statutory Notes and Related Subsidiaries

Effective Date of 1988 AmendmentAmendment by section 2004(o)(1)(A), (C), (2) of Pub. L. 100–647 effective, except as otherwise provided, as if included in the provisions of the Revenue Act of 1987, Pub. L. 100–203, title X, to which such amendment relates, see section 2004(u) of Pub. L. 100–647, set out as a note under section 56 of this title. Pub. L. 100–647, title II, § 2004(o)(1)(B)(ii), Nov. 10, 1988, 102 Stat. 3608, provided that: “The amendment made by clause (i) [amending this section] shall apply to transactions occurring on or after March 31, 1988.”

Effective DatePub. L. 100–203, title X, § 10228(d), Dec. 22, 1987, 101 Stat. 1330–418, provided that: “The amendments made by this section [enacting this chapter and amending section 275 of this title] shall apply to consideration received after the date of the enactment of this Act [Dec. 22, 1987] in taxable years ending after such date; except that such amendments shall not apply in the case of any acquisition pursuant to a written binding contract in effect on December 15, 1987, and at all times thereafter before the acquisition.”