Week 3 Corporate Reorganization Discussion Post # 1
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Week 3: 1 + 1 = 1?
Week 3
Discuss 1 + 1 = 1?
Instructions
Indeed, sometimes 1 plus 1 does equal 1, at least in the merging and reorganization of corporations. As we see in the news frequently, one company agrees to purchase another or two companies decide to merge. What are some of the judicially created requirements that need to be met for
a reorganization to receive tax-free treatment?
To receive tax-free treatment in a reorganization, there are judicially created requirements that need to be met. Some of these requirements include:
1. Continuity of Business Enterprise: The reorganization must result in the continuation of the business enterprise. This means that there should be a substantial ongoing business purpose for the transaction, rather than just a tax-avoidance motive. The acquiring corporation should generally continue the business activities of the acquired corporation.
2. Continuity of Interest: There must be a continuity of interest between the shareholders of the old and new corporations. This usually involves the shareholders of the acquired corporation receiving stock in the acquiring corporation as consideration for the transaction. The shareholders' ownership
interests in the business should be preserved or only slightly changed because of the reorganization.
3. Prohibition of Boot: The reorganization should not involve the receipt of "boot," which refers to cash or other property that is not stock of the acquiring corporation. If boot is received, it may trigger taxable consequences for the transaction. To qualify for tax-free treatment, the consideration received should primarily consist of stock in the acquiring corporation.
By meeting these judicially created requirements, a reorganization can qualify for tax-free treatment under the Internal Revenue Code, allowing the parties involved to defer recognition of gain or loss on the transaction. It is
important for corporations engaging in reorganizations to carefully structure the transaction to satisfy these requirements and consult with tax professionals to ensure compliance with tax laws.
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Related Questions
1.Which of the following statements is true concerning all types of tax-free corporate reorganizations?
Assets are transferred from one corporation to another.
Stock is exchanged with shareholders.
Liabilities that are assumed when cash is also used as consideration will be treated as boot.
Corporations and shareholders involved in the reorganization will recognize gains but not losses.
None of the above statements is true.
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Please Solve In 20mins
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Which of the following requires periodic shareholder approval of executive compensation?
Multiple Choice
The Smoot-Hawley Act
The Sarbanes-Oxley Act
The Dodd-Frank Wall Street Reform and Consumer Protection Act
The Bankruptcy Abuse Prevention and Consumer Protection Act
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What objective of the tax system
does the favorable treatment of
corporate reorganizations fulfill?
short answer question?
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10. As a legal entity, a corporation can perform the following functions EXCEPT:
A. voteB. borrow money, lend money, sue and be sued, and vote.C. borrow money and lend money.D. borrow money, lend money, and sue and be sued.
13. A corporation, potentially, has infinite life because it
A. has the same ownership and management.B. is a legal entity.C. is closely regulated.D. has limited liability.
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30. Which of the following are true about bankrupt firms in reorganization?
A. They may cancel their collective bargaining agreements
B. They must settle liabilities for full face value
C. They must fund all pension plans in full
D. They lose their tax loss carryforwards
E. All of the above
31. Which of the following claims has priority in a Chapter 7 bankruptcy?
A. Claims of unsecured creditors
B. Taxes legally due and owed
C. Unsecured customer deposits, not to exceed $900 each
D. Wages of not more than $2,000 per worker
E. All of the above have equal priority
32. Microsoft Corp has an Altman’s Z score of 12.8. How likely is the company to go bankrupt?
A. Highly probable
B. Unsure
C. Unlikely
D. Insufficient information
E. None of the above
33. Honkaby Service Inc has a Working Capital/Total Assets ratio of 0.2, a Retained
Earnings/Total Assets Ratio of 0.1, an EBIT/Total Assets ratio of 0.25, a Market value of
equity/Book value of total liabilities ratio of 0.6, and a…
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Which is not a mode of involuntary dissolution of a corporation?
a. Legislative revocation of franchise
b. Judicial decree
c. Order of the SEC
d. Expiration of corporate term
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Required information
Problem 11-47 (LO 11-2) (Algo)
[The following information applies to the questions displayed below.]
Assume the following S corporations, gross receipts, passive investment income, and corporate E&P. Will any of these
corporations have its S election terminated due to excessive passive income? If so, in what year? All became S
corporations at the beginning of year 1. (Leave no answer blank. Select "NA" if no effect.)
Problem 11-47 Part c (Algo)
c. Tiffany Corporation
Corporate
Earnings and
Passive
Year
Gross Receipts Investment Income
$ 253, 600
304, 080
403, 970
354, 070
293, 977
Profits
$ 1, 001, 818
704, 000
801, 115
900, 890
672, 000
$ 0
2
3
4
5
Would the S election be terminated?
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Required information
Problem 11-47 (LO 11-2) (Algo)
[The following information applies to the questions displayed below.]
Assume the following S corporations, gross receipts, passive investment income, and corporate E&P. Will any of these
corporations have its S election terminated due to excessive passive income? If so, in what year? All became S
corporations at the beginning of year 1. (Leave no answer blank. Select "NA" if no effect.)
Problem 11-47 Part a (Algo)
a. Clarion Corporation
Passive Investment Corporate Earnings
Year
Gross Receipts
$ 1, 354, 458
1, 231, 189
1, 141, 218
1, 348, 287
1, 501, 380
Income
$ 255, 000
105, 000
305, 000
355, 000
405, 000
and Profits
$ 321, 900
321, 900
232, 000
101, 200
1
3
4
5
Would the S election be terminated?
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If a corporation files bankruptcy and is liquidated, who should get paid first: the corporation’s bondholders or its stockholders? Why?
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None
arrow_forward
!
Required information
Problem 11-47 (LO 11-2) (Algo)
[The following information applies to the questions displayed below.]
Assume the following S corporations, gross receipts, passive investment income, and corporate E&P. Will any of these
corporations have its S election terminated due to excessive passive income? If so, in what year? All became S
corporations at the beginning of year 1. (Leave no answer blank. Select "NA" if no effect.)
Problem 11-47 Part d (Algo)
d. Jonas Corporation
Corporate
Earnings and
Profits
$ 560
Passive
Investment Income
$ 254, 000
242, 000
234, 000
218, 570
204, 000
Year
Gross Receipts
$ 1, 101, 530
998, 200
800, 950
804, 000
751, 200
1
2
460
3
360
4
260
160
Would the S election be terminated?
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Direction: Write T if the statement is correct and F if the statement is incorrect. On the space provided, explain using the concepts discussed why your answer to a statement is T or F.
1. A corporation can be formed by mere agreement among shareholders.
2. Shareholders are not liable to corporate obligations in excess of their contribution.
3. Authority of the corporation to operate has to be granted by the state.
4. Death of a shareholder will dissolve the corporation.
5. Shares cannot be transferred without the consent of the other shareholders.
6. All incorporators are subscribers but a subscriber need not be an incorporator.
7. The ultimate control of the corporation rests with the board of directors.
8. Shareholders can transact business on behalf of the corporation.
9. All incorporators are shareholders but not all shareholders are incorporators.
10. In a corporation, minority shareholders are compliant to the wishes of the majority.
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FASB Standard No. 164, describe the differences between mergers and acquisitions for not-for-profit organizations/
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Select the best term for each definition below.
Definitions
Terms
a.
Shareholders can lose no more than the amount they invest in the company.
b.
Corporate earnings are taxed twice—at the corporate level and individual shareholder level.
c.
Like an S corporation, but there are no limitations on the number of owners as in an S corporation.
d.
Traces the line of authority within the corporation.
e.
Allows for legal treatment as a corporation, but tax treatment as a partnership.
f.
Has stock traded on a stock exchange such as the New York Stock Exchange (NYSE).
g.
The first time a corporation issues stock to the public.
h.
Describes (a) the nature of the firm’s business activities, (b) the shares to be issued, and (c) the composition of the initial board of directors.
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- 1.Which of the following statements is true concerning all types of tax-free corporate reorganizations? Assets are transferred from one corporation to another. Stock is exchanged with shareholders. Liabilities that are assumed when cash is also used as consideration will be treated as boot. Corporations and shareholders involved in the reorganization will recognize gains but not losses. None of the above statements is true.arrow_forwardPlease Solve In 20minsarrow_forwardWhich of the following requires periodic shareholder approval of executive compensation? Multiple Choice The Smoot-Hawley Act The Sarbanes-Oxley Act The Dodd-Frank Wall Street Reform and Consumer Protection Act The Bankruptcy Abuse Prevention and Consumer Protection Actarrow_forward
- What objective of the tax system does the favorable treatment of corporate reorganizations fulfill? short answer question?arrow_forward10. As a legal entity, a corporation can perform the following functions EXCEPT: A. voteB. borrow money, lend money, sue and be sued, and vote.C. borrow money and lend money.D. borrow money, lend money, and sue and be sued. 13. A corporation, potentially, has infinite life because it A. has the same ownership and management.B. is a legal entity.C. is closely regulated.D. has limited liability.arrow_forward30. Which of the following are true about bankrupt firms in reorganization? A. They may cancel their collective bargaining agreements B. They must settle liabilities for full face value C. They must fund all pension plans in full D. They lose their tax loss carryforwards E. All of the above 31. Which of the following claims has priority in a Chapter 7 bankruptcy? A. Claims of unsecured creditors B. Taxes legally due and owed C. Unsecured customer deposits, not to exceed $900 each D. Wages of not more than $2,000 per worker E. All of the above have equal priority 32. Microsoft Corp has an Altman’s Z score of 12.8. How likely is the company to go bankrupt? A. Highly probable B. Unsure C. Unlikely D. Insufficient information E. None of the above 33. Honkaby Service Inc has a Working Capital/Total Assets ratio of 0.2, a Retained Earnings/Total Assets Ratio of 0.1, an EBIT/Total Assets ratio of 0.25, a Market value of equity/Book value of total liabilities ratio of 0.6, and a…arrow_forward
- Which is not a mode of involuntary dissolution of a corporation? a. Legislative revocation of franchise b. Judicial decree c. Order of the SEC d. Expiration of corporate termarrow_forwardRequired information Problem 11-47 (LO 11-2) (Algo) [The following information applies to the questions displayed below.] Assume the following S corporations, gross receipts, passive investment income, and corporate E&P. Will any of these corporations have its S election terminated due to excessive passive income? If so, in what year? All became S corporations at the beginning of year 1. (Leave no answer blank. Select "NA" if no effect.) Problem 11-47 Part c (Algo) c. Tiffany Corporation Corporate Earnings and Passive Year Gross Receipts Investment Income $ 253, 600 304, 080 403, 970 354, 070 293, 977 Profits $ 1, 001, 818 704, 000 801, 115 900, 890 672, 000 $ 0 2 3 4 5 Would the S election be terminated?arrow_forwardRequired information Problem 11-47 (LO 11-2) (Algo) [The following information applies to the questions displayed below.] Assume the following S corporations, gross receipts, passive investment income, and corporate E&P. Will any of these corporations have its S election terminated due to excessive passive income? If so, in what year? All became S corporations at the beginning of year 1. (Leave no answer blank. Select "NA" if no effect.) Problem 11-47 Part a (Algo) a. Clarion Corporation Passive Investment Corporate Earnings Year Gross Receipts $ 1, 354, 458 1, 231, 189 1, 141, 218 1, 348, 287 1, 501, 380 Income $ 255, 000 105, 000 305, 000 355, 000 405, 000 and Profits $ 321, 900 321, 900 232, 000 101, 200 1 3 4 5 Would the S election be terminated?arrow_forward
- If a corporation files bankruptcy and is liquidated, who should get paid first: the corporation’s bondholders or its stockholders? Why?arrow_forwardNonearrow_forward! Required information Problem 11-47 (LO 11-2) (Algo) [The following information applies to the questions displayed below.] Assume the following S corporations, gross receipts, passive investment income, and corporate E&P. Will any of these corporations have its S election terminated due to excessive passive income? If so, in what year? All became S corporations at the beginning of year 1. (Leave no answer blank. Select "NA" if no effect.) Problem 11-47 Part d (Algo) d. Jonas Corporation Corporate Earnings and Profits $ 560 Passive Investment Income $ 254, 000 242, 000 234, 000 218, 570 204, 000 Year Gross Receipts $ 1, 101, 530 998, 200 800, 950 804, 000 751, 200 1 2 460 3 360 4 260 160 Would the S election be terminated?arrow_forward
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