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Accounting Aspects of Acquisitions and Mergers
A Illustration of Exchange of Assets or Interest
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5382 limitation allocated amortized amount apply asset basis Bigco group boot built-in gain business purpose capital gain carryback cash common stock consolidated group consolidated return continuity of interest corporation debentures debt instruments deduction deemed deferred discussed distribution dividend election escrow Example excess exchange golden parachute greenmail GU Repeal holder installment method IRS LTR issued leveraged buyout liability liquidation Mgmt million Newco stock NUBIL option ordinary income ownership change P-SCo P's acquisition partnership payment period preferred OID preferred stock prior private letter rulings Prop proposed regulations purchase of T's purchase price purchases T's stock pursuant qualify recognize gain redemption requirement respect Reverse Subsidiary Merger rules SCo's securities sells shareholders receive shares SRLY step transaction doctrine stock purchase substantial T-SCo T's business T's NOLs T's shareholders tax avoidance tax-free reorganization taxpayer Temp tion transfer treated voting stock