Question
Shotz Corporation is a C Corporation owned by Laverne and Shirley, two individuals who are not related to one another. Laverne owns 80% and Shirley
Shotz Corporation is a C Corporation owned by Laverne and Shirley, two individuals who are not related to one another. Laverne owns 80% and Shirley owns 20% of Shotz Corporation. The following assets are to be distributed in complete liquidation of Shotz Corporation:
Adjusted Basis | Fair Market Value | |
Cash | 300,000 | 300,000 |
Inventory | 75,000 | 100,000 |
Investment Land | 200,000 | 100,000 |
All of the assets were purchased by Shotz Corporation many years ago. Answer the following alternative, independent questions, fully explaining your answers.
A. What gain or loss would Shotz recognize if it distributes the cash and land to Laverne and the inventory to Shirley in liquidation?
B. What gain or loss would Shotz recognize if it distributes the cash and inventory to Laverne and the land to Shirley?
C. What gain or loss would Shotz recognize if it distributes 80% of the cash, inventory, and land to Laverne and 20% of the cash, inventory, and land to Shirley? [Laverne and Shirley would take the land as tenants in common.]
D. Same as Part C, above, except that Shotz acquired the land in a Section 351 transaction four years ago. Assume the land had a value of $300,000 and a basis of $200,000 at the time it was contributed to Shotz.
E. Assume the facts of Part C. How, if at all, would your answer to Part C change if Laverne was not an individual, but rather Laverne was a C corporation?
F. Assume the facts of Part E. Assume that Laverne, Inc.s basis in its Shotz stock is substantial and Laverne, Inc. wants to avoid the results of E. Can Laverne, Inc. sell off some of its stock in Shotz prior to the liquidation to avoid the results of E? Would this work? Explain.
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