T Corp (T) has assets with fair market value of $210 and $150 adjusted basis. T also has an account payable of $10. T is wholly owned by Abby (basis $100; value $200). P Corp (P) is an unrelated entity and has a wholly owned subsidiary, Sub Inc. (S). Ps basis in S is $0. P Corp proposes to acquire Ts assets and liabilities under the following alternative transactions. In each case, please determine the tax consequences for each party, unless noted otherwise. Pursuant to a statutory merger under the local law, S is merged into T with T surviving for the following alternative consideration.

a. In exchange, Abby receives $200 worth of Ps voting preferred stock. Again note how this transaction is viewed from taxs perspective: P is considered as having transferred $200 worth of P stock to S; S transfers the P stock to T in exchange for Ts assets and liabilities; S then liquidates and distributes Ts assets and liabilities to P; T distributes Ps stock to Abby in redemption of Abbys stock in T.

b. Same as Problem 5(a) except that T is owned 70% by Abby (basis $70; value $140) and 30% by Bera (basis $30; value $60). Bera dissents to the merger and T used its own fund (a part of its assets) to pay Bera $60 in cash for her shares in T. Abby receives $140 worth of Ps voting stock. Does this transaction qualify for a reverse triangular merger (no need to analyze the tax consequences to each party)?

c. Can the transaction under Problem 5(b) be structured as a B Reorganization (no need to analyze the tax consequences to each party)?

d. Same as Problem 5(b) except that instead of Bera owning the 30% of T, P owned the 30% in T prior to the transaction. Abby receives $140 worth of Ps voting stock. Does this transaction qualify for a reverse triangular merger (no need to analyze the tax consequences to each party)?