There are issues common to both.$$ For instance, both have a concept of "boot," which is property received by the transferor other than qualifying stock in the transferee corporation.$$ So$,$ if a transferor receives stock from the corporation, but also cash, then only the stock is eligible for the nonrecognition treatment of section $351.$ Making things way more complicated is the situation, not at all uncommon, where the corporation assumes the liabilities of a transferring shareholder.$$ Describe some of the difficulties and challenges a shareholder would face when the corporation assumes liabilities of a transferring shareholder