1.What is the Congressional purpose for allowing tax deferral on transactions that meet the definition of a corporate reorganization?
2.Why do publicly-traded corporations use a triangular form of Type A reorganization in acquiring other corporations?
3.What are the key differences in the tax law requirements that apply to forward versus reverse triangular mergers?
4.What are the key differences in the tax law requirements that apply to a Type A stock-for-assets acquisition versus a Type B stock-for-stock acquisition?
5.How does the form of a regular §338 election compare and contrast to a §338(h)(10) election?
6.What tax benefits does the buyer hope to obtain by making a §338 or §338(h)(10) election?
7.What is the difference between the inside tax basis and the outside tax basis that results from an acquisition? Why is the distinction important?
8.What is the presumption behind the continuity of ownership interest (COI) requirement in a tax-deferred acquisition? How do the target shareholders determine if COI is met in a Type A reorganization?
9.W Corporation will acquire all of the assets and liabilities of Z Corporation in a Type A merger, after which W Corporation will sell off all of its assets and liabilities and focus solely on Z Corporation’s business. True or False? The transaction will be taxable because W Corporation fails the continuity of business enterprise test. Explain.
10.Compare how a shareholder computes her tax basis in stock received from the acquiring corporation in a straight Type A merger versus a Type B merger.