Maxco Inc. wishes to acquire Minnow Inc. The latter has 500,000 shares of common stock outstanding with

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Maxco Inc. wishes to acquire Minnow Inc.

The latter has 500,000 shares of common stock outstanding with voting rights and 100,000 shares of nonvoting preferred stock.

a. How many shares of each class of stock must Maxco acquire to qualify the acquisition as a Type B reorganization?

b. If Maxco uses its treasury stock to make the acquisition, does it matter how much Maxco paid for the shares?

c. If Maxco liquidates Minnow soon after the reorganization and acquires Minnow’ assets, are the reorganization rules still met?

d. If Minnow purchased the stock of some minority shareholders for cash just before the reorganization, does Maxco’s acquisition still qualify as a Type B reorganization?

e. If Maxco uses only its voting, convertible preferred stock, is the “solely for voting stock” requirement met?

f. How can Maxco determine its basis in Minnow’s stock if Minnow was publicly held?

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CCH Federal Taxation Basic Principles 2020

ISBN: 9780808051787

2020 Edition

Authors: Ephraim P. Smith, Philip J. Harmelink, James R. Hasselback

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