In contrast, the acquiring
corporation's plan should not be relevant, since such acquirer, acting alone, has no direct influence over the distribution.(71)
a specific intangible avoids the problem of allocating cost to a variety of assets after the fact.
In a business combination effected solely through the distribution of cash or other assets or by incurring liabilities, the entity that makes such distributions is generally the acquiring
To the extent that the CFO can significantly disrupt or jeopardize the expectations of the acquisition lenders with respect to the repayment of their loans to the hostile acquirer, it becomes more likely that the lenders will refuse to make loans to the acquiring
party in the first place.
As explained in the preamble, the cases are read as holding that if T transfers its assets to an acquiring
corporation (P) in exchange for stock of the corporation controlling P (as in Groman), or if P acquires the T assets but pursuant to the plan of reorganization transfers them to a controlled subsidiary (as in Bashford), the continuity-of-interest doctrine is not satisfied.
The Service also noted that the acquiring
subsidiary's preferred stock in the target had such little value that value shifts in the target were unlikely to affect the value of the acquiring
subsidiary's assets (and, thus, the parent's value).
On its return, the bank deducted the costs of acquiring
and securitizing the credit card receivables.
., of stock of another corporation if, immediately after the acquisition, the acquiring
corporation has control of such other corporation (whether or not such acquiring
corporation had control immediately before the acquisition).
368(a)(2)(D) forward subsidiary merger, simply because the parent, as part of the overall transactions, transferred the acquiring
subsidiary's stock to another parent subsidiary.
If the former common parent does not remain in existence, the owning member's basis in the stock of each member acquiring
the property or liabilities of the former common parent ("acquiring
member") immediately after the group structure change equals the sum of (i) the owning member's basis (or excess loss account) in the stock of the acquiring
member before the acquisition; (ii) the former common parent's net basis in assets acquired by the acquiring
member; and (iii) the net basis of property acquired by the acquiring
member from the owning member and not transfered to the former common parent or its shareholders.
In addition, in transactions similar to the one in Letter Ruling 200118023, taxpayers may even be able to save real estate transfer fees, by acquiring
the SMLLC interest rather than a direct interest in real property.
368(a)(1)(C) that the acquiring
corporation acquire "substantially all" of the properties of a target corporation is satisfied when, immediately prior to the target corporation's transfer of assets to the acquiring
corporation, the target corporation sells 50% of its historic assets to unrelated parties for cash and immediately transfers that cash, along with its other properties, to the acquiring