Question
X Corp. is owned 75% by Adams and 25% by Black. X has the following assets: Adjusted Basis FMV Equipment $ 20,000 $ 60,000 Land
X Corp. is owned 75% by Adams and 25% by Black. X has the following assets: Adjusted Basis FMV Equipment $ 20,000 $ 60,000 Land 80,000 150,000 Inventory 50,000 40,000 The land is encumbered by a $30,000 mortgage placed on it at the time that it was acquired. Pubco, a publicly held corporation whose stock is traded on the New York Stock Exchange, wanted to acquire X Corp.'s assets. Pursuant to the laws of the State of New Jersey, X Corp is merged into Pubco on June 30, 2019 with Pubco receiving the assets of X Corp and assuming the $30,000 liability. Adams received 1,500 shares of Pubco stock worth $150,000 and $15,000 of cash, and Black received 300 shares of Pubco stock worth $30,000 and $25,000 of cash from Pubco. Adams and Blacks combined interest in Pubco is less than .001% following the completion of the transactions described above. Adams basis in his X Corp. stock was equal to $128,000 and Blacks basis in his X Corp. stock was equal to $42,000. Regardless of your answer to question 30, assume that the above transaction is a nonrecognition transaction. Is there an alternative means by which Pubco can acquire the assets of X Corp and assume its liabilities? If so, what is the nature of that transaction?
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