Tax Accounting in Mergers and Acquisitions, 2019 Edition epub bedava indir
itibaren Glenn R. Carrington
Kitap açıklaması
There are many considerations that influence how a transaction is structured, including tax considerations. The most basic tax issue is whether to structure the transaction as taxable or tax-free. In general, there are four basic structures for a corporate acquisition: (1) a taxable acquisition of a target corporations stock; (2) a taxable acquisition of a target corporations assets; (3) a tax-free acquisition of the target corporations stock; or (4) a tax-free acquisition of a target corporations assets. While at first blush, it may seem that it is always more desirable to structure a transaction as tax-free, this is not always the case. As an initial matter, the requirements for structuring a transaction as a tax-free reorganization, which are set forth in § 368, are quite strict. The strictures imposed by § 368 may not always be compatible with the business objectives of the parties to the transactions, making resort to a taxable structure more desirable. If the fair market value of a target corporations assets is greater than the targets basis in such assets, the purchaser may wish to acquire a fair market value basis (i.e., a stepped up basis) in such assets, something that is only possible in a taxable asset acquisition or a taxable stock acquisition for which a § 338 election is made.
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