Taxableacquisitions(英文版)(pdf18页)分析.pdf

Session 19 -Taxable acquisitions �Acquire stock or assets? �Assume that Buyer Corporation wants to acquire the business of Target Corporation �Targets assets have appreciated and are worth more than their tax basis �Assume the acquisition will be a taxable purchase • purchase price will be cash or notes rather than the buyers stock 15.518 Fall 2002 Session 19 Why use a taxable purchase? �seller wants cash �buyer wants seller out of the continuing entity �buyer wants step-up in tax basis of acquired assets �seller has losses that can be used to offset taxable gain 15.518 Fall 2002 Session 19 Transaction structure �The transaction can be structured in one of three ways • methods 1, 2, and 3 on page 324 �all referred to as taxable methods because Targets shareholders will have a taxable gain from the transaction 15.518 Fall 2002 Session 19 Transaction structures 1. Buyer purchases all of the assets from Target ! Target liquidates and pays cash out to its shareholders 2. Buyer purchases all of the Target stock from Target shareholders ! Target is liquidated ! Buyer ends up with all of Targets assets 3. Buyer purchases all of the Target stock from Target shareholders ! Target is maintained a