Week 3 Corporate Reorganization Discussion Post # 1
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Week 3: 1 + 1 = 1?
Week 3
Discuss 1 + 1 = 1?
Instructions
Indeed, sometimes 1 plus 1 does equal 1, at least in the merging and reorganization of corporations. As we see in the news frequently, one company agrees to purchase another or two companies decide to merge. What are some of the judicially created requirements that need to be met for
a reorganization to receive tax-free treatment?
To receive tax-free treatment in a reorganization, there are judicially created requirements that need to be met. Some of these requirements include:
1. Continuity of Business Enterprise: The reorganization must result in the continuation of the business enterprise. This means that there should be a substantial ongoing business purpose for the transaction, rather than just a tax-avoidance motive. The acquiring corporation should generally continue the business activities of the acquired corporation.
2. Continuity of Interest: There must be a continuity of interest between the shareholders of the old and new corporations. This usually involves the shareholders of the acquired corporation receiving stock in the acquiring corporation as consideration for the transaction. The shareholders' ownership
interests in the business should be preserved or only slightly changed because of the reorganization.
3. Prohibition of Boot: The reorganization should not involve the receipt of "boot," which refers to cash or other property that is not stock of the acquiring corporation. If boot is received, it may trigger taxable consequences for the transaction. To qualify for tax-free treatment, the consideration received should primarily consist of stock in the acquiring corporation.
By meeting these judicially created requirements, a reorganization can qualify for tax-free treatment under the Internal Revenue Code, allowing the parties involved to defer recognition of gain or loss on the transaction. It is
important for corporations engaging in reorganizations to carefully structure the transaction to satisfy these requirements and consult with tax professionals to ensure compliance with tax laws.
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Related Questions
1.Which of the following statements is true concerning all types of tax-free corporate reorganizations?
Assets are transferred from one corporation to another.
Stock is exchanged with shareholders.
Liabilities that are assumed when cash is also used as consideration will be treated as boot.
Corporations and shareholders involved in the reorganization will recognize gains but not losses.
None of the above statements is true.
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4.
Which statement is false concerning a Chapter 11 reorganization? a. b. C. d. The firm is allowed to remain in possession of its assets. Proceedings begin when the debtor firm files a petition with the bankruptcy court. Once confirmed, the plan of reorganization binds all parties. Creditors may agree to a longer payment period but do not settle for partial payment. a. answer a b. answer b c. answer c O d. answer d
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The Smoot-Hawley Act
The Sarbanes-Oxley Act
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4 POINTS
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6
Fill in the blanks.
In case of a corporation, equity is subordinate to liabilities so that, when a corporation is liquidated, liabilities must be fully settled before residual assets are distributed to shareholders. Therefore, liabilities and equity are NOT ( ) ( ).
There should be two words to fill in the blanks.
I appreciate it if you could suggest several possible answers (maximum 3), as well as your best answer.
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What objective of the tax system
does the favorable treatment of
corporate reorganizations fulfill?
short answer question?
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1. Which of the following does not affect retained earnings?
Choices;
Actual payment/distribution of dividends.
Board of directors’ decision relating to recapitalization.
Adjustment of prior period’s profits
Profit of a corporation during the period.
2. The following are characteristics of a corporation except
Choices;
It is an artificial being
It has right of succession
Unlimited Liability
It is created by operation of law
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Question 6
Which of the following is NOT a right possessed by common stockholders of a corporation?
O a. the right to receive a minimum amount of dividends
b. the right to vote in the election of the board of directors
c. the right to sell their stock to anyone they choose
d. the right to share in assets upon liquidation
A Moving to the next question prevents changes to this answer.
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4 PTS
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10. As a legal entity, a corporation can perform the following functions EXCEPT:
A. voteB. borrow money, lend money, sue and be sued, and vote.C. borrow money and lend money.D. borrow money, lend money, and sue and be sued.
13. A corporation, potentially, has infinite life because it
A. has the same ownership and management.B. is a legal entity.C. is closely regulated.D. has limited liability.
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Will an acquiring corporation recognize gain or loss when it issues its stock to acquire the assets or stock of target corporation in a reorganization? Explain how it will work.
How do exchanging shareholders and security holders determine their basis for the stock and securities received in a corporate reorganization? Give an example
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Required information
Problem 11-47 (LO 11-2) (Algo)
[The following information applies to the questions displayed below.]
Assume the following S corporations, gross receipts, passive investment income, and corporate E&P. Will any of these
corporations have its S election terminated due to excessive passive income? If so, in what year? All became S
corporations at the beginning of year 1. (Leave no answer blank. Select "NA" if no effect.)
Problem 11-47 Part c (Algo)
c. Tiffany Corporation
Corporate
Earnings and
Passive
Year
Gross Receipts Investment Income
$ 253, 600
304, 080
403, 970
354, 070
293, 977
Profits
$ 1, 001, 818
704, 000
801, 115
900, 890
672, 000
$ 0
2
3
4
5
Would the S election be terminated?
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Required information
Problem 11-47 (LO 11-2) (Algo)
[The following information applies to the questions displayed below.]
Assume the following S corporations, gross receipts, passive investment income, and corporate E&P. Will any of these
corporations have its S election terminated due to excessive passive income? If so, in what year? All became S
corporations at the beginning of year 1. (Leave no answer blank. Select "NA" if no effect.)
Problem 11-47 Part a (Algo)
a. Clarion Corporation
Passive Investment Corporate Earnings
Year
Gross Receipts
$ 1, 354, 458
1, 231, 189
1, 141, 218
1, 348, 287
1, 501, 380
Income
$ 255, 000
105, 000
305, 000
355, 000
405, 000
and Profits
$ 321, 900
321, 900
232, 000
101, 200
1
3
4
5
Would the S election be terminated?
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If a corporation files bankruptcy and is liquidated, who should get paid first: the corporation’s bondholders or its stockholders? Why?
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None
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!
Required information
Problem 11-47 (LO 11-2) (Algo)
[The following information applies to the questions displayed below.]
Assume the following S corporations, gross receipts, passive investment income, and corporate E&P. Will any of these
corporations have its S election terminated due to excessive passive income? If so, in what year? All became S
corporations at the beginning of year 1. (Leave no answer blank. Select "NA" if no effect.)
Problem 11-47 Part d (Algo)
d. Jonas Corporation
Corporate
Earnings and
Profits
$ 560
Passive
Investment Income
$ 254, 000
242, 000
234, 000
218, 570
204, 000
Year
Gross Receipts
$ 1, 101, 530
998, 200
800, 950
804, 000
751, 200
1
2
460
3
360
4
260
160
Would the S election be terminated?
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