BROCODE is a calendar year C-corp and has developed a comprehensive set of software programs that compete directly with IBM. Rather than devote huge quantities of its resources to competing with BROCODE, IBM makes the decision to acquire BROCODE and its software. You are hired to advise IBM on the details of this acquisition. Assume each question is independent of all other questions unless otherwise stated. The first question IBM asks is how do we avoid making ourselves liable for a possibly long list of unknown liabilities (bank loans, warranty claims, potential tax audits, etc.) incurred by BROCODE over its multi year history? It is imperative that IBM be able to step up the basis in BROCODE software which, because of its cutting edge nature, is worth vastly more than the costs invested by BROCODE to develop the software. How should the acquisition be structured to achieve this result