Question
Acquiring owns all of the stock of S1 and S2. S1 and S2 each own 50% of the stock of S3. Target merges into Acquiring
Acquiring owns all of the stock of S1 and S2. S1 and S2 each own 50% of the stock of S3. Target merges into Acquiring in an otherwise qualifying section 368(a)(1)(A) reorganization. Acquiring transfers all of the Target assets directly to S3. Choose the best answer:
A The transfer to S3 does not violate continuity of business enterprise (CoBE) because S3 is a member of Acquirings qualified group.
B The transfer directly to S3 fails continuity of business enterprise (CoBE) because the asset does not move through S1 and S2.
C The transfer to S3 does not violate continuity of business enterprise (CoBE) because there is no continuity of business enterprise (CoBE) requirement after a merger reorganization.
D The transfer to S3 does not violate continuity of business enterprise (CoBE) if S3 does not acquire substantially all of the assets of Target.
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