Amy and Brian were investigating the acquisition of a tax accounting business, Bottom Line Inc. (BLI). As part of their discussions with the sole shareholder of the corporation, Ernesto Young, they examined the company's tax accounting balance sheet. The relevant information is summarized as follows: ----FMV -------- Adjusted Basis-- Appreciation Cash 7000---------------- 7000------------------ 0 Rec-- 13000 -------------13000------------------ 0 Build 75000---------------37500----------------- 37500 Land 170000--------------100000----------------70000 Total 265000-------------- 157500----------------107500 Payable 15000------------15000 Mort 86000------------86000 Total 101000----------101000 The mortgage is attached to the building and land. Ernesto was asking for $416,000 for the company. His tax basis in the BLI stock was $170,000. Included in the sales price was an unrecognized customer list valued at $170,000. The unallocated portion of the purchase price ($82,000) will be recorded as goodwill. (Negative amounts should be indicated by a minus sign.)

Rather than purchase BLI directly, Amy and Brian will have their corporation, Spartan Tax Services (STS), acquire the business from Ernesto in a tax-deferred Type A merger. Amy and Brian would like Ernesto to continue to run BLI, which he agreed to do if he could obtain an equity interest in STS. As part of the agreement, Amy and Brian propose to pay Ernesto $208,000 plus voting stock in STS worth $208,000. Ernesto will become a 10 percent shareholder in STS after the transaction.

a. Will the continuity of ownership interest (COI) requirements for a straight Type A merger be met?

1.No 2. Yes

b. What amount of gain or loss does BLI recognize if the transaction is structured as a Type A merger? What amount of corporate-level tax does BLI pay as a result of the transaction, assuming a tax rate of 21 percent?

c. What amount of gain or loss does Ernesto recognize if the transaction is structured as a Type A merger?

d. What is Ernesto's tax basis in the STS stock he receives in the exchange?

e. What is the tax basis of each of the BLI assets held by STS after the merger?

1 Fair market value

2 Carryover basis

3 Carryover basis plus gain recognized by Ernesto