Consider whether the transactions described below qualify as a tax-free reorganization. Assume in all cases that...

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Consider whether the transactions described below qualify as a tax-free reorganization. Assume in all cases that P is the acquiring corporation, T is the target corporation and S is a newly formed 100% subsidiary of P. a) T merges into P, with T shareholders receiving P stock, and then P transfers the T assets to S. (Why might this form of transaction be unattractive to the parties for nontax reasons?) b) P forms S by transferring P voting common stock to S in exchange for S stock. S then transfers the P stock to T in exchange for all of T's assets, and T liquidates. c) P forms S by transferring P voting common stock to S in exchange for S stock. T then merges into S, and T shareholders receive solely P voting stock in exchange for their T stock. d) Same as (c), above, except that the T shareholders receive voting stock of both P and S in exchange for their T stock. e) Same as (c), above, except that the T shareholders receive 50% P common voting stock and 50% $ notes, some of which pass to dissenting shareholders of T. f) Same as (c), above, except that the T shareholders receive 30% P nonvoting preferred stock, 20% cash and 50% S notes. g) Same as (e), above, except that prior to the merger T redeems all the stock held by T's dissenting shareholders, who hold one-third of T's stock, in exchange for operating assets of Consider whether the transactions described below qualify as a tax-free reorganization. Assume in all cases that P is the acquiring corporation, T is the target corporation and S is a newly formed 100% subsidiary of P. a) T merges into P, with T shareholders receiving P stock, and then P transfers the T assets to S. (Why might this form of transaction be unattractive to the parties for nontax reasons?) b) P forms S by transferring P voting common stock to S in exchange for S stock. S then transfers the P stock to T in exchange for all of T's assets, and T liquidates. c) P forms S by transferring P voting common stock to S in exchange for S stock. T then merges into S, and T shareholders receive solely P voting stock in exchange for their T stock. d) Same as (c), above, except that the T shareholders receive voting stock of both P and S in exchange for their T stock. e) Same as (c), above, except that the T shareholders receive 50% P common voting stock and 50% $ notes, some of which pass to dissenting shareholders of T. f) Same as (c), above, except that the T shareholders receive 30% P nonvoting preferred stock, 20% cash and 50% S notes. g) Same as (e), above, except that prior to the merger T redeems all the stock held by T's dissenting shareholders, who hold one-third of T's stock, in exchange for operating assets of

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A taxfree reorganization under Section 368 of the Internal Revenue Code allows for certain types of corporate transactions to occur without immediate ... View the full answer