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accumulated earnings acquiring corporation acquisition adjusted basis agreement allocation amount apply assets attribution boot C-type capital account capital gains cash CCH Dec Commissioner common stock Company contributed property contribution corporation’s debt deduction determining distribution dividend earnings and profits effect election entity exchange fact fair market value gain or loss held holders holding individual Internal Revenue Code investment issue liability limited partners limited partnership liquidation loan loss corporation meaning of section ment merger nonrecognition operating ordinary income outstanding ownership payment percent petitioner preferred stock provides purchase pursuant qualify received recognized redemption regulations reorganization requirement result Revenue Ruling Section 351 securities shareholders shares solely statutory stockholders Subchapter subsidiary substantially supra target corporation tax avoidance tax consequences Tax Court tax purposes tax-free taxable income taxation taxpayer tion transaction transfer transferor treated treatment trust USTC voting stock