Northwestern Ltd. (NW) acquires the only class of stock of Southeastern Ltd. (SE) from the latter's shareholders.

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Northwestern Ltd. (NW) acquires the only class of stock of Southeastern Ltd. (SE)

from the latter's shareholders. Which of the following independent transactions qualify as a Type B reorganization?

a. NW issues its voting convertible preferred stock for all of SE’s stock.

b. NW, which has owned 60 percent of SE’s stock for eight years, acquires the remaining 40 percent for its voting common treasury stock.

c. SE redeems the stock of 15 percent ofi ts shareholders with cash, whereupon NW issues its voting common stock for the remaining 85 percent.

d. NW acquires 80 percent of SE’s stock, 78 percent for its voting stock and 2 percent for cash (in lieu of fractional shares).

e. NW acquires all of SE’s stock for its voting common stock plus options to buy more voting common stock.

f. Same as (a), but NW promptly liquidates SE and acquires its assets.

g. As part of the same plan, NW acquires 30 percent of the SE stock for cash and the remaining 70 percent for voting stock six months later.

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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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