Update the with the answer key See Section 382, which limits NOL carryovers following a corporation acquisition Assume Target Corporation, which has substantial NOL carryforwards and appreciated assets, is being purchased by an acquiring corporation for cash to be distributed to Target's shareholders Also, assume that a stock sale is preferable for non tax reasons Generally, sellers of a corporation prefer while purchasers prefer A negotiation of the purchase price can be based in part on which party is allowed its desired tax preference (ie, the party in the highest tax bracket should generally get their desired tax preference to ensure that the IRS isn't the overall 'winner' absent other non tax considerations) The acquiring corporation's ability to utilize Target's NOL carryovers is an issue, however, the NOL carryovers may be used by Target to offset gains on the sale of its assets In this case, an election under Section should be considered If an election is made, the purchase price is allocated amongst the acquired assets, including goodwill (if any), under Section ANSWER KEY stock sales asset sales 338 1202 1060 1012

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Update the with the answer key: See Section 382, which limits NOL carryovers following a corporation acquisition.Assume Target Corporation, which has substantial NOL carryforwards and

Update the with the answer key:

See Section 382, which limits NOL carryovers following a corporation acquisition.Assume Target Corporation, which has substantial NOL carryforwards and appreciated assets, is being purchased by an acquiring corporation for cash to be distributed to Target's shareholders.Also, assume that a stock sale is preferable for non-tax reasons:

Generally, sellers of a corporation prefer while purchasers prefer .
A negotiation of the purchase price can be based in part on which party is allowed its desired tax preference (ie, the party in the highest tax bracket should generally get their desired tax preference to ensure that the IRS isn't the overall 'winner' absent other non-tax considerations).The acquiring corporation's ability to utilize Target's NOL carryovers is an issue, however, the NOL carryovers may be used by Target to offset gains on the sale of its assets.In this case, an election under Sectionshould be considered.If an election is made, the purchase price is allocated amongst the acquired assets, including goodwill (if any), under Section.

ANSWER KEY

stock sales

asset sales

338

1202

1060

1012