Fichas
Chapter 19 Key Terms
Fichas del conjunto (17)
- 1§338(g) electionAn election by a corporate buyer of 80 percent or more of a corporation’s stock to treat the acquisition as an asset acquisition and not a stock acquisition.
- 2§338(h)(10) electionA joint election by the corporate buyer and corporate seller of the stock of a subsidiary of the seller to treat the acquisition as a sale of the subsidiary’s assets by the seller to the buyer.
- 3Adjusted tax basisAn asset’s carrying value for tax purposes at a given point in time, measured as the initial basis (for example, cost) plus capital improvements less depreciation or amortization.
- 4Amount realizedThe value of everything received by the seller in a transaction (cash, FMV of other property, and relief of liabilities) less selling costs.
- 5BootProperty given or received in an otherwise nontaxable transaction such as a like-kind exchange that may trigger gain to a party to the transaction. The term boot derives from a trading expression describing additional property a party to an exchange might throw in “to boot” to equalize the exchange.
- 6Bright-line testTechnical rules found in the tax law that provide the taxpayer with objective tests to determine the tax consequences of a transaction.
- 7Carryover basisThe basis of an asset the transferee takes in property received in a nontaxable exchange. The basis of the asset carries over from the transferor to the transferee.
- 8ConsolidationsThe combining of the assets and liabilities of two or more corporations into a new entity.
- 9Continuity of business enterprise (COBE)A judicial (now regulatory) requirement that the acquiring corporation continue the target corporation’s historic business or continue to use a “significant” portion of the target corporation’s historic business assets to be tax-deferred.
- 10Continuity of interest (COI)A judicial (now regulatory) requirement that the transferors of stock in a reorganization collectively retain a continuing ownership (equity) interest in the target corporation’s assets or historic business to be tax-deferred.
- 11Contribution to capitalA shareholder’s or other person’s contribution of cash or other property to a corporation without receipt of an additional equity interest in the corporation.
- 12MergersThe acquisition by one (acquiring) corporation of the assets and liabilities of another (target) corporation. No new entity is created in the transaction.
- 13PersonAn individual, trust, estate, partnership, association, company, or corporation.
- 14RealizationGain or loss that results from an exchange of property rights in a transaction.
- 15ReorganizationA tax-deferred transaction (acquisition, disposition, recapitalization, or change of name or place of incorporation) that meets one of the seven statutory definitions found in §368(a)(1).
- 16Stock-for-stock acquisitionsAn exchange of solely voting stock by the acquiring corporation in exchange for stock of the target corporation, after which the acquiring corporation controls (owns 80 percent or more of) the target corporation. Often referred to as a “Type B reorganization.”
- 17Substituted basisThe transfer of the tax basis of stock or other property given up in an exchange to stock or other property received in return.
Información
- Descripción
- Corporate Formation, Reorganization, and Liquidation
- Creado por
- Kalie Carney
- Visitas
- 44
- Etiquetas
- Valoración