The Comprehensive Corp. adopts a plan of complete liquidation. It distributes land held as an investment to its shareholders that has a fair market value of $600,000 and an adjusted basis of $400,000. The land is subject to a liability = to $500,000.

1. Describe the general rules that are applicable to both shareholders and corporations when a corporation adopts a plan of complete liquidation. Please provide appropriate Internal Revenue Code section references as well as any other appropriate authority.
2. How much gain, if any, must the Comprehensive Corp. recognize?

How is the formation of a corporation by a contribution of property in exchange for stock similar to, and different from, the formation of a partnership by a contribution of property in exchange for a partnership interest? Please provide Code section authority in your answer.

Note: You should cite authoritative sources to support the discussions including the Code, regulations, any relevant IRS pronouncements and court decisions.