Moretax-freereorganizations(英文版)(pdf17页)分析.pdf

Session 21 - More tax-free reorganizations � §368(a)(1)(B) • acquisition of stock in exchange solely for voting stock of acquiring corporation or its parent � §368(a)(1)(C) • acquisition of substantially all of the properties of another corporation in exchange solely for voting stock of acquiring corporation or its parent 15.518 Fall 2002 Session 21 Type B: Stock-for-Stock Exchange �Acquiring corporation exchanges its stock for stock of Target, Target becomes a subsidiary of the acquiring corporation • Keeps Target intact and avoids having to transfer title to Targets assets �Disadvantage is no consideration other than stock is allowed or the transaction will not qualify as a reorganization • In tax jargon, no boot in a B �Easy to inadvertently include some unintended compensation (such as the acquiring corporation paying some liability of Target) that causes the deal to become taxable. 15.518 Fall 2002 Session 21 Normal “B” Reorganization �Example: • T has assets with a basis of $100 (inside basis) and FMV of $200. • A pays T’s shareholders with A shares. • T’s shareholders have a basis (outside basis) in T stock = $80. 15.518 Fall 2002 Session 21 Normal “B” Reorganization - Results �T Corp • No gain or loss on the exchange • T’s basis in