1.Paul and Jon are partners in a small successful restaurant. They want to expand but needa second location. They think theirbusiness has a FMV of $2,000,000 (and has a basis of $500,000 to Paul and abasis of $250,000 to Jon).

2.Jason isa real estate broker and investor. Henormally buys real estate and sells it quickly. He is fully licensed as a real estate brokerin Texas. Jason has a vacant lot thathe paid $1,800,000 several years ago.The FMV is currently $1,000,000.

3.Jason has a big gain from his business this yearand would love to offset it somehow but does not know how to do so. Paul and Jon do not want the transaction tocause them any gain this year

4.Paul and Jon approach Jason about the followingbusiness proposition: the restaurant andthe land are contributed to a new corporation.Each gets 1/3 of the stock.

5.Jason is not sure he likes that idea and insteadoffers the following:

a.The corporation will distribute out to Jason apart of the parking lot (of the old location).The FMV is $200,000 and the basis to the corp is $75,000. Jason will contribute the new land for a 5year note plus 3% annual interest, 15% of the stock and $300,000 in cash.

b.After the first year the corporation willdistribute out to Jason another part of the old parking lot (FMV 250,000, basisto the corp of $100,000)

6.If #5 does not work- then Jason would take$750,000 in preferred stock (or options for common stock) and $250,000 in valueof the parking lot land (see #5) but would want a fixed 10% dividend,conversation to common rights and a liquidation preference (if preferred stock).

7.Keep in mind Jason wants to own part of therestaurant- he thinks it will be successful.....

Assignment:

What is the income tax consequences idea #4?

What is the income tax consequences idea #5?

What is the income tax consequences idea #6?

Is there a better economic structure that will give the three people theresult they desire? If so what it is anddefend the idea.