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

'Medtronic PLC 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.

'Medtronic PLC 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 Medtronic PLC 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 Medtronic PLC 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.

What are the eligibility requirements for the Medtronic Retirement Plan, and how do they apply to employees who were hired before and after the cut-off date of January 1, 2016? Employees need to understand these nuances, as they affect the types of retirement benefits they may be entitled to under the Medtronic Retirement Plan.

Eligibility Requirements: Employees hired before January 1, 2016, may be eligible for either the Final Average Pay Pension or the Personal Pension Account benefit, depending on their hire date. Employees hired or rehired after January 1, 2016, are not eligible for the Medtronic Retirement Plan(Medtronic_2016_June_Ret…).

How does the vesting process work for benefits accrued under the two types of pension benefits offered by Medtronic, namely the Final Average Pay Pension and the Personal Pension Account? Understanding how long employees need to stay with Medtronic to secure their benefits can influence their retirement decisions.

Vesting Process: The Final Average Pay Pension benefit becomes nonforfeitable after five years of service or reaching age 62, while the Personal Pension Account becomes vested after three years of service(Medtronic_2016_June_Ret…).

Can Medtronic employees expect any differences in the way their pension benefits are calculated if they decide to retire early versus waiting until normal retirement age? It's crucial for employees to know how early retirement might impact their payouts from the Medtronic Retirement Plan.

Early vs. Normal Retirement Calculation: Early retirement benefits under the Final Average Pay Pension will be reduced based on the age at retirement. For example, at age 55, employees receive 50% of the normal benefit(Medtronic_2016_June_Ret…).

In what ways can Medtronic employees maximize their Personal Pension Account benefits, especially regarding contributions and interest credits during their employment? Employees should consider strategies that could enhance the value of their retirement accounts when retiring from Medtronic.

Maximizing Personal Pension Account: Medtronic credits 5% of eligible compensation annually to the Personal Pension Account, which also accrues interest based on the 10-year U.S. Treasury rates(Medtronic_2016_June_Ret…).

How do the various forms of retirement benefit payments, such as annuities and lump sums, work within the Medtronic Retirement Plan? Employees must comprehend each option's benefits and drawbacks to make informed decisions about their retirement payouts.

Benefit Payment Options: Employees can choose between receiving their pension as a single life annuity, joint and survivor annuity, or a lump sum payment depending on their circumstances(Medtronic_2016_June_Ret…).

What protections does the Medtronic Retirement Plan offer regarding spousal benefits and qualified domestic relations orders (QDROs)? This understanding is particularly important for employees who may go through life changes, such as marriage or divorce.

Spousal Benefits and QDROs: The plan provides protections for spousal benefits, including joint and survivor annuities. QDROs may mandate the division of pension benefits in the case of divorce(Medtronic_2016_June_Ret…)(Medtronic_2016_June_Ret…).

How can employees ensure they receive all the necessary forms and meet the deadlines required to initiate their retirement benefits from Medtronic? The efficiency in this process is key for a smooth transition into retirement.

Forms and Deadlines for Retirement Benefits: Employees must contact the Retirement Service Center and submit required forms within 180 days of retirement to start receiving their benefits(Medtronic_2016_June_Ret…).

What specific steps should employees take if they receive a benefit denial or feel that they have been underpaid by the Medtronic Retirement Plan? Knowing their rights and the process for appealing decisions is essential for protecting their financial interests.

Handling Benefit Denials: Employees can appeal a benefit denial by submitting a written claim to the Plan Administrator within one year of discovering the issue. A formal appeals process is in place(Medtronic_2016_June_Ret…).

How does the Medtronic Retirement Plan guarantee the protection of pension benefits in the event of plan termination or underfunding? Employees will want clarity on how their pensions are safeguarded against uncertainties that could affect their retirement security.

Plan Termination Protections: The Medtronic Retirement Plan is insured by the Pension Benefit Guaranty Corporation (PBGC), which protects pension benefits in the event of plan termination(Medtronic_2016_June_Ret…).

For employees seeking additional information or clarification about their retirement benefits with Medtronic, what are the best ways to contact the Retirement Service Center? Establishing contact routes can assist employees in navigating their retirement planning effectively.

Contacting the Retirement Service Center: Employees can reach the Retirement Service Center for assistance by calling 1-844-335-9042 or visiting retirement.medtronic.com(Medtronic_2016_June_Ret…).