Brownie, Inc. (Brownie), a Florida corporation, owns and operates a super duper

mega store in Yeehaw Junction, Florida selling premium vegan dog food. Albert,

Inc. (Albert), a Florida corporation, is owned equally by four unrelated

shareholders, Maria, Little Maria, Ivania (the founder and President of the

corporation) and Bob, who each own 100 shares of Albert. Albert is in the business

of publishing and marketing educational and motivational books and owns a

commercial building in which it operates its business.

On December 31, 2021, Albert is merged into Brownie under Florida law. Per the

merger agreement, Brownie acquires all the assets of Albert, shareholders Maria and

Little Maria receive Brownie voting stock (with a FMV of $500,000) and Ivania and

Bob receive Brownie non-voting preferred stock (also, with a FMV of $500,000).

Thirty days after the transaction is completed, Little Maria transfers her Brownie

stock to an Irrevocable Trust for the benefit of her children and grandchildren. The

Irrevocable Trust is a grantor trust for income tax purposes and Little Maria is the

Trustee. Sixty days after the transaction, Brownie sells Alberts assets to Ivania.

Brownie uses the sales proceeds to start a new line of vegan dog treats.

Will the transaction as described qualify as a tax-free reorganization as defined in

368(a)(1)(A)? In arriving at your conclusion, consider and discuss all tax code,

regulation, and judicial requirements for an A reorganization to be tax-free and

whether each requirement has been satisfied. Identify and resolve any potential

issues. (All specific statutory requirements for a merger under Florida law have been

met and need not be addressed in your answer).