1. Stork Corporation (E & P of $850,000) has 1,000 shares of common stock outstanding. The shares are owned by the following individuals: Lana Johnson, 450 shares; Lori Johnson (Lana’s sister), 450 shares; and Leo Johnson (Lana’s son), 100 shares. Lana paid $200 per share for the Stork stock eight years ago. Lana is interested in reducing her stock ownership in Stork via a stock redemption for $1,000 per share, the fair market value of the stock. Stork Corporation would distribute cash for the entire redemption transaction. Lana has inquired as to the minimum number of shares she would have to redeem to obtain favorable long-term capital gain treatment and the overall tax consequences of such redemption to both her and Stork Corporation. Prepare a letter to Lana (1000 Main Street, St. Paul, MN 55166) and a memo for the file in which you explain your conclusions.

2. Tri Corporation and Angle Corporation are combining to form Triangle Corporation in a restructuring that qualifies as “Type A” consolidation reorganization. Tyron, the sole shareholder of Tri, has a basis of $250,000 in his stock, which he purchased 10 years ago. Anna, the sole shareholder of Angle, also has a basis of $250,000 in her stock. She purchased the stock four months ago. Tri transfers all of its assets valued at $650,000 (adjusted basis of $280,000) and $250,000 in liabilities to Triangle for $50,000 in cash and $350,000 in Triangle stock. Angle transfers all of its assets valued at $250,000 (adjusted basis of $200,000) and $50,000 in liabilities to Triangle for $30,000 in cash and $170,000 in Triangle stock. Upon completion of the consolidation, the Triangle stock and cash are transferred to Tyron and Anna, and both Tri and Angle cease to exist by operation of law. Determine the gain or loss that Tri, Angle, Tyron, Anna, and Triangle recognize from the reorganization. What are Triangle’s bases in the assets it receives and Tyron’s and Anna’s new bases in their Triangle stock?

3. Sahara Corporation acquires Oasis Corporation in a “Type A” reorganization by exchanging 35% of its stock for all of the Oasis assets (fair market value of $950,000), liabilities ($300,000), and accumulated E & P ($140,000). Rama, a 60% shareholder of Oasis, exchanges her interest in Oasis (basis of $225,000) for Sahara stock and $100,000 cash. What is the tax treatment of Rama’s exchange of Oasis stock for Sahara stock and cash?