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DEFINITIONS SUMMARY OF THE 1986 ACT
Basic Legal and Accounting
Taxable Purchase of Ts Stock and Taxable
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$5 million 338 election acquires T's assets acquires T's stock acquisition of T's aggregate allocated amount apply asset sale boot built-in gain capital gain capital loss carryover basis cash Commissioner common stock consolidated return continuity corporate-level court deduction deemed discussed distribution dividend entity escrow Example exchange fraudulent conveyance GAAP golden parachute greenmail GU Repeal holder installment method issued leveraged buyout liquidation Mgmt Newco stock option ordinary income ownership change P-SCo payment period pre-acquisition preferred stock private letter ruling purchase of T's purchase price purchased T's stock purposes pursuant qualify recapture recognize gain redemption regulations reorganization reporting Reverse Subsidiary Merger rules sells its assets shares Small Corporation sold stock purchase T-SCo T's basis T's NOLs T's old T's shareholders tax-free taxpayer Temp tender offer tion transfer treated voting securities voting stock