Mr$.$ Germotte has two offers to purchase his wholly owned corporation, one for all of the property

and another for all of the shares. In considering the offer to purchase all of the property, which of

the following is correct?

The sale of corporate property will avoid a wind$-$up$.$

Mr$.$ Germotte can take advantage of the capital gains deduction if the shares of the

corporation qualify.

The corporation may be subject to income taxes on business income and capital gains.

Mr$.$ Germotte may be subject to income taxes on business income and capital gains.