corporate taxation question

Project Description:

i'm trying to explain the following statement: a corporation may be liquidated for tax purposes even though dissolution has not occurred under state corporation law.

and i need help with the following:

compare the tax consequences of a taxable asset
acquisition and an asset-for-stock reorganization,
based on the following factors:
a. consideration used to effect the transaction.
b. recognition of gain or loss by the target corporation
on the asset transfer.
c. basis of property to the acquiring corporation.
d. recognition of gain or loss when the target
corporation liquidates.
e. use and/or carryover of the target corporation’s
tax attributes.
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