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Presentation/PPT
27/08/2022
Acquiring Corporation (A) has 50,000 shares of common stock outstanding (value — $10 per share) and$500,000 of accumulated earnings and profits. Target Corporation (T) has assets with an aggregateadjusted basis of $300,000 and an aggregate FMV of $500,000 and $100,000 of accumulated earningsand profits. Except as otherwise noted, T has no liabilities. T’s ten equal shareholders each own 100shares of T voting common stock with and adjusted basis of $20,000 and a FMV of $50,000. Discuss thetax consequences to A, T and T’s shareholders of each of the following alternative transactions:a. T merges into A in a qualified Type A Reorganization. Each T shareholder receives 4,000 shares ofA voting common stock (value — $40,000) and A nonvoting preferred stock (not “unqualifiedpreferred stock”) worth $10,000.b. Same as (a), above, but instead of the preferred stock each T shareholder receives 20-year marketrate interest bearing A notes with a principal amount and fair market value of $10,000.c. Same as (b), above, except that two of the shareholders receive all the notes (with a principal amountand FMV of $100,000), and the remaining eight shareholders each receives voting common stockworth $50,000.d. Same as (b), above, except that T had $50,000 of accumulated earnings and profits.e. Assume that T has assets with an aggregate FMV of $600,000, an aggregate adjusted basis of$300,000, and a $100,000 liability. A acquires all of T assets in a qualified Type C reorganization inexchange for A voting stock worth $500,000 and A’s assumption of T’s $100,000 liability. Timmediately distributes the A stock to its shareholders in complete liquidation.f. Same as (e), above, except that A transfers $500,000 of A voting stock and $100,000 cash to T,which uses the cash to pay off its liability and then distributes the stock to its shareholders incomplete liquidation.
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