T is a closely held corporation with 100 shares of voting common stock outstanding, which are owned -50 shares by A(adjusted basis $200) -30 shares by B (adjusted basis $400) -20 shares by C (adjusted basis $150)

T owns following assets Operating Assets ab $700, FMV 900 Non Operating Assets ab $200 FMV 300 Liabilities $200 (20 year bonds held by L) Accum. E&P - $400

What are the tax consequences to T,P,A,B,C and L?

Problem: (1) T merges into P soley in exchange for Pvoting stock( and the debt assumption). B, however, dissents under state law procedure for objecting shareholders. B's T stock is purchased by T under an agreement whereby B agrees to take the $300 nonoperating assets, and whereby the stock given by P is reduced to $700.