26 U.S.C. § 1036

1. (a)No gain or loss shall be recognized if common stock in a corporation is exchanged solely for common stock in the same corporation, or if preferred stock in a corporation is exchanged solely for preferred stock in the same corporation.
2. (b)For purposes of this section, nonqualified preferred stock (as defined in section 351(g)(2)) shall be treated as property other than stock.
3. (c)
   1. (1)For rules relating to recognition of gain or loss where an exchange is not solely in kind, see subsections (b) and (c) of section 1031.
   2. (2)For rules relating to the basis of property acquired in an exchange described in subsection (a), see subsection (d) of section 1031.