Software for Everyone, Inc., ("SFE") has developed a comprehensive set of software programs that compete directly with Microsoft.Rather than devote huge quantities of its resources to competing with SFE, Microsoft makes the decision to acquire SFE and its software.You are hired to advise Microsoft on the details of this acquisition.Assume each question is independent of all other questions unless otherwise stated.

1. The first question Microsoft asks is how do we avoid makingourselves liable for a possibly long list of unknown liabilities incurred by SFEover it's multi-year history?Does this goal influence how the acquisition shouldbe structured?
2. If Microsoft is unable to follow your advice in question (a), isthere an alternative way structure the acquisition that could achieve a similar result?
3. Microsoft would like the ability to make new tax elections, relating tothe assets and activities of SFE.Does this goal influence your advice on how tostructure the acquisition?
4. Microsoft would like to be able to carryover a substantial operatingloss SFE incurred while designing its software.How should the acquisition bestructured to achieve this result?
5. It is imperative that Microsoft be able to step up the basis in SFEsoftware which, because of its cutting edge nature, is worth vastly more thanthe cost invested.How should the acquisition be structured to achieve this result?