In May 2021, Gwen began searching for a trade or business to acquire. In anticipation of finding a suitable acquisition, Gwen hired an investment banker to evaluate three potential businesses. She also hired a law firm to begin drafting regulatory approval documents for a target company. Eventually, Gwen decided to purchase all of the assets of Brash Corporation. Brash and Gwen entered into an acquisition agreement on December 1, 2021. Identify the relevant tax issues for Gwen.