Articles
Transferring Assets to a Second Spouse (and to children from the first)
Transferring Assets to a Second Spouse (and to children from the first) Elizabeth and Thomas Carr (names fictitious), both in their late 60s, each have one child from a prior marriage. During the 30-plus years of their marriage, they each have accumulated an estate of over $5 million. The full $1.5 million credit against estate…
The Roth IRA Advantage: A Closer Look
The Roth IRA Advantage: A Closer Look Since its debut in 1997, the Roth IRA, naturally enough, has been sold mainly as a retirement account. To be sure, the prospect of a stream of tax-free income to support a comfortable retirement is a powerful stimulant. To earn that freedom from taxes, you do have to…
Classification of Accepted Patterns of Reorganization
Classification of Accepted Patterns of Reorganization The seven acceptable patterns of reorganization may be classified into three categories: Acquisitive, Divisive, Re-capitalizing. Acquisitive reorganizations Type “A,” “B”, “C,” and acquisitive D, in which one Corporation acquires another corporation’s stock, assets, or some combination of both. Divisive reorganization Type D involves the division of one corporation into…
Details of Patterns of Reorganization
Details of Patterns of Reorganization • “A” Reorganization • “B” Reorganization • “C” Reorganization • “D” Reorganization • “E” Reorganization • “F” Reorganization • “G” Reorganization “A” Reorganization Type “A” Reorganization consists of • Merger • Consolidation Both involve the acquisition of one company’s assets by another. Merger Explanation: • Target transfers its assets and…
“B” Reorganization
“B” Reorganization Type “B” involves the acquisition of stock of one corporation by another, and the target corporation becomes a subsidiary of the acquiring, as a result. Requirements of “B” Reorganization 1) The acquisition must be one of a series of acquisitions that are part of an overall plan to acquire the requisite control. 2)…
“C” Reorganization
“C” Reorganization The target corporation must liquidate as part of the plan of reorganization unless the IRS waives this requirement.’ As a result, the shareholders of the target corporation become shareholders in the acquiring corporation. In determining the tax consequences to the liquidating target, the reorganization provisions govern-not the liquidation rules of §§ 336 and…
“D” Reorganization
“D” reorganization: “Spin-off” and “Split-off” acquisitive d reorganization “D” Reorganization Explanation: * Corporate T contains the assets of former corporation A and of T. * Corporation A goes out of existence Corporation A’s shareholder’s control Corporation T. Requirements for Divisive “D” d reorganization requirements imposed by IRC §355 * Distribution of Control -by the…
“E” Reorganization
“E” Reorganization The “E” reorganization is defined as a re-capitalization – the exchanges of stock and securities for new stock and/or securities by the corporation’s shareholders. It involves only one corporation and the re-configuration of its capital structure. Stock for stock Differences in the voting rights, dividend rates, and preference on liquidation are ignored. Bonds…