Question
Corporation A (A) wants to acquire either the stock or the assets of Target Corporation. Target Corporation (T) is wholly owned by individual B (B).
Corporation A (A) wants to acquire either the stock or the assets of Target Corporation. Target Corporation (T) is wholly owned by individual B (B). Assume A wants to pay with cash only. Assume that the value of Ts asset are in excess of their tax bases. Which of the following statements does not describe a tax motivation by the buyer or seller in the acquisition or sale of a company? (Assume Section 338 is not applicable).
A) The buyer (A) would likely prefer to buy Ts assets because it can take a tax basis in the assets acquired equal to the assets' fair market value.
B) Individual B would generally prefer to sell the stock of T because B would recognize capital gain on the sale taxed at preferential rates.
C) From a tax perspective, the buyer (A) would be indifferent as to whether it bought the stock of T or the shares of T because in both cases it would only have a carryover basis in the underlying assets of T.
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