Lemon Corporation has been engaged in the manufacture and sale of personal computer hardware equipment for ten years at two plants, one in Boston, Massachusetts and the other in San Jose, California. During this same period, Lemon also has operated at each location a separate research and development division, each of which had significant assets and goodwill. Lemon's common stock, the only class outstanding, is owned equally by Ms. Micro and Mr. Chips. In each of the following alternative transactions, consider whether the active trade or business requirement has been satisfied.

 

(a) As a result of a shareholder dispute, Ms. Micro wishes to say goodbye to Mr. Chips. To enable the shareholders to part company but continue in the computer business. Lemon contributes the assets and research division of the Boston facility to a new corporation, Peach, Inc., and distributes all the Peach, Inc. stock to Mr. Chips in redemption of his Lemon stock. Ms. Micro remains as the sole shareholder of Lemon.

 

(b) Same as (a) above, except that the Boston facility was opened only three years ago.

 

(c) Same as (b) above, except that three years ago Lemon acquired all the stock of Peach, Inc., which operated the Boston facility, for cash.

 

(d) Same as (c) above, except Peach had two classes of stock and Lemon acquired enough stock to constitute control under §368(c) but not enough to make Peach a member of Lemon's separated affiliated group under §1504(a)2). (How could this happen?)

 

(e) To comply with a divestiture order, Lemon transfers the assets of the research divisions to a new corporation, Research, Inc. and distributes all the Research stock pro rata to the shareholders. After the distribution, Research, Inc. continues to perform services solely for Lemon.

 

 

(f) In addition to the operations described above, assume that three years ago Lemon purchased all the stock of Floppy Disk, Inc., a computer software manufacturer, in a taxable transaction. To comply with a regulatory decree, Lemon distributions the stock of Floppy Disk pro rata to its shareholders. Also, discuss whether or not a hardware company and a software company are in the same line of business and why.

 

(g) Same as (f), above, except that Floppy Disk merged into Lemon three years ago in a type a reorganization. The consideration for that acquisition consisted of Lemon nonvoting preferred stock (80%) and Lemon short-term notes (20%)

Answer rating: 100% (QA)

a The active trade or business requirement is likely to be met in this transaction Lemon has been engaged in the business of manufacturing and selling ... View the full answer