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NEGOTIATIONS AND PLANNING
LETTERS OF INTENT AND PUBLIC
BUSINESS BROKERS AND FINDERS
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2d Cir 50 percent 5th Cir acquired corporation acquired corporation's acquisition transaction agreement allocation amount apply attribution basis broker or finder Bull buyer capital gain cash Chapter closing Code Commissioner common stock contingent payments contract of sale convertible securities Corp court covenant deduction depreciation discussed disposition distribution dividend earnings and profits escrow exchange exemption fair market value holders installment Internal Revenue Code Internal Revenue Service inventory investment involved issued issuer liabilities ment merger N.Y. Bus obligation operating loss option ordinary income parties period Practising Law Institute preferred stock prior problem provides purchase price purposes qualified quired received redemption registration statement rule sale of assets sale of stock section 306 stock securities seller selling stockholders shareholders sold statute statutory subsidiary substantial supra tax avoidance tax treatment tax-free reorganization taxable tion transfer Treas treated voting stock warranties