Question
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
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 | $ | 8,000 | $ | 8,000 | ||||
Receivables | 16,000 | 16,000 | ||||||
Building | 100,000 | 50,000 | 50,000 | |||||
Land | 215,000 | 115,000 | 100,000 | |||||
Total | $ | 339,000 | $ | 189,000 | $ | 150,000 | ||
Payables | $ | 20,000 | $ | 20,000 | ||||
Mortgage* | 111,000 | 111,000 | ||||||
Total | $ | 131,000 | $ | 131,000 | ||||
* The mortgage is attached to the building and land.
Ernesto was asking for $414,000 for the company. His tax basis in the BLI stock was $130,000. Included in the sale price was an unrecognized customer list valued at $130,000. The unallocated portion of the purchase price ($76,000) will be recorded as goodwill.
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 $207,000 plus voting stock in STS worth $207,000. 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?
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? (Leave no answer blank. Enter zero if applicable. Negative amounts should be indicated by a minus sign.)
c. What amount of gain or loss does Ernesto recognize if the transaction is structured as a Type A merger? (Leave no answer blank. Enter zero if applicable. Negative amounts should be indicated by a minus sign.)
e. What is the tax basis of each of the BLI assets held by STS after the merger?
Step by Step Solution
There are 3 Steps involved in it
Step: 1
![blur-text-image](https://dsd5zvtm8ll6.cloudfront.net/includes/images/document_product_info/blur-text-image.webp)
Get Instant Access with AI-Powered Solutions
See step-by-step solutions with expert insights and AI powered tools for academic success
Step: 2
![blur-text-image](https://dsd5zvtm8ll6.cloudfront.net/includes/images/document_product_info/blur-subtext-image.webp)
Step: 3
![blur-text-image](https://dsd5zvtm8ll6.cloudfront.net/includes/images/document_product_info/blur-subtext-image.webp)
Ace Your Homework with AI
Get the answers you need in no time with our AI-driven, step-by-step assistance
Get Started