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Fox Employees: Handling Single-Stock Concentration with a Section 351 Strategy

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'Fox employees with concentrated stock positions should understand that strategies like a Section 351 exchange can offer flexibility in managing large unrealized gains while preserving long-term planning options.' – Tyson Mavar, a representative of The Retirement Group, a division of Wealth Enhancement.

'Fox employees facing concentrated stock exposure may find that a Section 351 exchange provides an effective way to mitigate risk and maintain control over the timing of potential tax liabilities.' – Wesley Boudreaux, a representative of The Retirement Group, a division of Wealth Enhancement.

In this article, we will discuss:

When a Section 351 exchange can help diversify concentrated stock positions without an immediate tax bill.
The core eligibility rules (80% control test) and basis/step-up mechanics that drive tax deferral.
Sample case studies (James & Sarah) illustrating the numbers and outcomes.

The Strategic Potential of Section 351: An Analysis of a Multi-Stock Case in Tax-Deferred Reorganization

A sizable amount of the wealth of many high-earning professionals at Fox may be invested in a small number of highly valued equities, including company shares accumulated through restricted stock units (RSUs), the employee stock purchase plan (ESPP), or equity awards earned due to long tenure. While rebalancing may seem out of reach due to the tax ramifications of selling these positions, investors can make tax-deferred contributions of appreciated assets to a new business entity through a Section 351 exchange. When an investor wants to manage several sizable, embedded gains at once, this tactic may be especially useful.

Think about James, a client with a $10 million portfolio. The value of one stock investment, which he purchased for $50,000, has increased to $1 million, or 10% of his total portfolio. At a long-term capital gains rate that can reach 23.8% for certain high-income taxpayers (20% maximum long-term capital gains rate plus the 3.8% Net Investment Income Tax), selling this position would result in a $950,000 capital gain and an estimated $226,100 tax bill. The amount available for reinvestment would be reduced by this tax.

Section 351(a) of the Internal Revenue Code provides: “If property is transferred to a corporation by one or more persons solely in exchange for stock in such corporation and immediately after the exchange such person or persons are in control (as defined in section 368(c)) of the corporation, no gain or loss shall be recognized.” Under Section 368(c), “control” generally means ownership of at least 80% of the voting power and 80% of each class of non-voting shares.

The transferor or transferors must own at least 80% of the new corporation’s stock right after the exchange to qualify for this treatment. This can be done for investors with sizable portfolios by joining a larger seeding group or acting as the principal seeder of a new entity.

In a Section 351 transaction, any built-in gains are preserved because the shareholder’s basis in the received stock typically carries over from the contributed property. If the shares are held until death, a step-up in basis under Section 1014 may eliminate the deferred gain.

Another client example involves Sarah, who has a $13 million portfolio. She owns two appreciated stocks:

Stock A: Originally $300,000, now worth $3 million.
Stock B: Initial cost basis $500,000, now worth $3 million.

At a long-term capital gains rate that can reach 23.8% for certain high-income taxpayers, the aggregate unrealized gain of $5.2 million would translate into an estimated tax of roughly $1,237,600 if sold today, which can constrain portfolio adjustments.

For employees of Fox holding concentrated positions, taking part in a Section 351 exchange can reduce concentration risk and defer recognition of these gains without an immediate tax bill. If assets receive a step-up in basis at death, the deferred gain may be fully eliminated under current law, and deferral can provide flexibility in managing future tax obligations.

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Sources:

1. Internal Revenue Service. Revenue Ruling 2003-51 . Internal Revenue Bulletin 2003-21, 2003. PDF.

2. Friedel, David B., and Yaw O. Awuah. “ Sec. 351 Control Requirement: Opportunities and Pitfalls .” The Tax Adviser , 1 July 2014. Web.

3. Internal Revenue Service. “ Net Investment Income Tax (NIIT) .” IRS.gov , last reviewed 1 July 2025. Web.

4. Internal Revenue Service. Publication 551: Basis of Assets . December 2024 revision, posted 18 February 2025. PDF.

5. FINRA Investor Education Foundation (FINRA). “ Concentrate on Concentration Risk .” FINRA.org , 15 June 2022. Web.

How does 21st Century Fox America Inc. determine the funding status of its pension plan, and what key metrics are utilized in evaluating its financial health? Employees may want to understand the significance of the Funding Target Attainment Percentage and how it influences their retirement benefits, especially as it pertains to both the general and specific circumstances affecting funding levels.

Funding Status and Metrics: 21st Century Fox America Inc. determines the funding status of its pension plan by calculating the Funding Target Attainment Percentage (FTAP), which divides the plan’s net assets by its liabilities. For the 2022 plan year, the FTAP was 125.79%. This metric is crucial because it indicates how well the plan is funded. A high FTAP suggests that the plan is well-funded and capable of meeting its obligations, which directly influences employees' retirement security(21st Century Fox Americ…).

What considerations does 21st Century Fox America Inc. take into account when deciding the investment strategies for its pension plan? Employees should be informed about the policy guidelines that govern the allocation of the plan's assets, including which asset classes are prioritized and the expected outcomes from such investment decisions.

Investment Strategy Considerations: The company follows specific investment policies that establish guidelines for asset allocation within the pension plan. These policies ensure that assets are allocated among major categories like equities, fixed income, and cash. The fiduciaries of the plan determine the target ranges for each category, aiming for stable returns and long-term viability(21st Century Fox Americ…).

How can employees of 21st Century Fox America Inc. assess their rights and the processes involved should the pension plan terminate? This includes evaluating the stipulations provided by federal laws that dictate what happens to vested benefits upon termination and what steps participants can take to secure their entitlements.

Rights and Pension Termination: Should the pension plan terminate, federal law requires 21st Century Fox America Inc. to follow certain procedures. If fully funded, the plan would undergo a standard termination, where an insurance company provides annuities, or a lump sum may be offered. In underfunded cases, a distress termination could occur, where the Pension Benefit Guaranty Corporation (PBGC) takes over(21st Century Fox Americ…).

What are the recent changes in federal regulations influencing how pension plans, such as the one at 21st Century Fox America Inc., calculate their liabilities? Employees need to grasp the implications of these regulations on their future benefits, specifically regarding the new methodologies for determining financial sufficiency.

Impact of Federal Regulations: Recent changes in federal regulations, including the American Rescue Plan Act of 2021, adjusted the methodologies for calculating pension liabilities. Plans now incorporate a 25-year interest rate average, which typically results in higher interest rates and lower liabilities, affecting the funding status and employer contributions(21st Century Fox Americ…).

In the context of 21st Century Fox America Inc., what is the role of the Pension Benefit Guaranty Corporation (PBGC) in guaranteeing pension benefits, and what are the criteria for ensuring benefits remain secure? Understanding how the PBGC functions and its limits is critical for employees planning their retirements.

Role of PBGC: The PBGC provides a guarantee for vested pension benefits in the event of plan termination. The guarantee is subject to legal limits, which vary depending on the participant’s age and the plan’s termination date. For 2023, the maximum annual benefit for a 65-year-old retiree was $81,000(21st Century Fox Americ…).

What steps can employees take to access information related to their pension plan from 21st Century Fox America Inc., and how can they ensure they receive timely updates regarding their benefits? Details about the channels available for inquiries and the importance of keeping informed about funding levels and benefits are crucial.

Accessing Pension Information: Employees can access information about their pension plan through the Disney Benefits Center by calling (800) 354-3970. Staying informed about the plan’s funding levels and benefits is essential, and employees are encouraged to review the annual funding notice for updates(21st Century Fox Americ…).

How does 21st Century Fox America Inc. manage the risks associated with its pension investments, particularly in a volatile market climate? Employees could benefit from insights into risk management strategies and how they affect long-term pension viability.

Risk Management in Investments: To manage investment risks, 21st Century Fox America Inc. adheres to a diversified asset allocation strategy. This approach helps mitigate market volatility and ensures the long-term sustainability of pension benefits despite changing economic conditions(21st Century Fox Americ…).

In what ways can a participant's years of service and salary history with 21st Century Fox America Inc. affect their retirement benefits, and what mechanisms are in place to ensure accurate benefit calculations? Exploring the relationship between service, salary, and pension outcomes can help clarify employee expectations.

Service and Salary Impact on Benefits: The pension plan is structured to account for employees' years of service and salary history in calculating their retirement benefits. These factors directly affect the benefit amount, and the plan ensures that accurate records are maintained to reflect this information(21st Century Fox Americ…).

What unique benefits does 21st Century Fox America Inc. offer that may enhance its pension plan, and how can employees maximize their advantages while planning for retirement? Understanding available supplemental benefits can empower employees in their retirement planning journeys.

Enhancing Pension Benefits: Employees of 21st Century Fox America Inc. may benefit from supplemental retirement benefits, including early retirement options or disability benefits. Understanding and maximizing these options can significantly impact long-term retirement planning(21st Century Fox Americ…).

How can employees of 21st Century Fox America Inc. get in touch with the Disney Benefits Center to inquire further about their employee benefits or to clarify any aspects of the pension plan? Having clear contact information and the process for accessing support can greatly assist employees in navigating their retirement preparation.

Contacting the Disney Benefits Center: Employees can reach out to the Disney Benefits Center at (800) 354-3970 for any inquiries related to their pension plan or other employee benefits. This resource is crucial for clarifying benefit details and addressing any concerns(21st Century Fox Americ…).

With the current political climate we are in it is important to keep up with current news and remain knowledgeable about your benefits.

Fox Corporation offers a 401(k) plan and a pension plan to its employees. The 401(k) plan includes a company match, typically up to 4-6% of the employee's salary, with a partial match beyond that percentage. The company also offers a defined benefit pension plan, although specific details like the pension formula, years of service, or age qualifications were not detailed in the sources reviewed. However, Fox emphasizes comprehensive benefits, including financial security through retirement plans.

In 2023, Fox News underwent significant layoffs as part of a broader restructuring effort, largely driven by the financial strain following the $787.5 million lawsuit settlement with Dominion Voting Systems. These layoffs, including those from the investigative unit, are believed to be part of cost-cutting measures. This is critical to address due to the current economic and political environment, where the company must adjust to financial pressures while maintaining investor confidence and adapting to changing tax regulations.

Stock Options: Fox Corporation offers stock options that allow employees to purchase company stock at a predetermined price, known as the exercise or strike price, after the options have vested. Vesting periods for these options vary, typically ranging from 1 to 5 years. Once vested, employees can exercise their options within a specified period, generally up to 10 years from the grant date. The value of the stock options depends on the market price of Fox Corporation’s stock at the time of exercise; if the market price is higher than the exercise price, the options are "in the money" and can be profitable. Stock options at Fox are primarily available to executives and senior management, although some plans extend to other key employees depending on their role within the company. Restricted Stock Units (RSUs): Fox Corporation also provides RSUs, which represent a grant of company stock that is transferred to employees once the RSUs vest. Unlike stock options, RSUs do not require the employee to purchase the stock; instead, the shares are automatically granted at no cost upon vesting. The value of RSUs is more predictable, as it is tied directly to the market value of Fox Corporation’s stock at the time of vesting. The vested shares are considered taxable income and are typically subject to withholding for taxes. RSUs at Fox are usually granted to a broader group of employees, including executives, senior management, and other employees as part of their annual performance reviews or hiring packages.

Fox Corporation offers a comprehensive range of health benefits to its employees, which are designed to support their well-being from the first day of employment. The health benefits package includes medical, dental, and vision coverage, which are available without any waiting period for many positions. In addition to these core health benefits, Fox also provides flexible spending accounts (FSAs), life insurance, business travel insurance, and long-term disability insurance. Fox places a strong emphasis on whole-person health, including not just physical but also mental health support through their Employee Assistance Program (EAP). This reflects broader trends in employee health benefits, where companies are increasingly focusing on holistic wellness programs that address both physical and mental well-being, especially given the rising costs of healthcare and pharmaceuticals.

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For more information you can reach the plan administrator for Fox at , ; or by calling them at .

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