I am trying to figure out if a Section 351 acquisition structure is necessary for the following:

• Baja, Inc. is owned by Smith and Calegari. Smith owns 30% of Baja's common stock and has a basis in his Baja stock of $10. Calegari owns the remaining 70% of Baja's common stock and has a basis in his Baja stock of $10. Calegari owns the remaining 70% of Baja stock and has a basis in his stock of $1,000.
• Calstar, Inc. wants to acquire Baja and is willing to pay $100,000.
• Calstar's outstanding common stock is currently worth $50,000. Calstar's management owns approximately 45% of the currently outstanding common stock.
• Baja possesses valuable patents, licenses, and other intangible assets that cannot be sold and has assets with titles that are nontransferable.
• Baja does not have substantial contingent liabilities.
• Calegari will not sell unless he receives only cash for his Baja stock.
• Smith will not sell unless he receives consideration that is tax free.
• Calstar's management will not purchase Baja with its common stock, which would significantly reduce its voting control