Chat with us, powered by LiveChat A owns 60 of the100 outstanding X shares, with a $600 adjusted basis. B owns the other 40shares. If A wants to sell a few | Wridemy

A owns 60 of the100 outstanding X shares, with a $600 adjusted basis. B owns the other 40shares. If A wants to sell a few

(1)  A owns 60 of the100 outstanding X shares, with a $600 adjusted basis. B owns the other 40shares. If A wants to sell a few shares and avoid distribution treatment, willA want to sell to B or to X? How will B feel about As choice? Will As and Bsconcerns change if X is an S corporation with no E&P account?

 

(2)  A owns 60 shares($10 per share basis) and B owns 40 shares ($30 per share basis) of X,representing all of Xs outstanding shares. A and B are unrelated unlessotherwise stated. X has $500 E&P. What are the results to A, B, and X fromthe following alternative transactions?

(a)   A sells all ofAs X stock to B for $200 in cash and $1,000 in notes payable over a 10-yearperiod.

(b)   X redeems (butdoes not cancel) all of As stock on the same terms as (a) above. Is this anLBO? What if A stayed on an Xs president with compensation tied to Xsprofits? What if A were a corporate raider?

(c)    Suppose in (a)and (b) above that As sock is sold or redeemed at fair market value for $200cash plus an $800 note (face and FMV), rather than a $1,000 note. A is Bsfather. After the sale, A moves to Florida and has no connection with Xwhatsoever. Alternatively, what if A stays in town and consults with X,maintaining the same office at X and receiving $2,000 per month plus medicaland life insurance benefits? What if B hates A, and the feeling isreciprocated? A owns 60 shares ($10 per share basis) and B owns 40 shares ($30per share basis) of X, representing all of Xs outstanding shares. A and B areunrelated unless otherwise stated. X has $500 E&P.

(d)   Suppose in (a)above the X pays off Bs note as payments fall due. Is this a smart way to doan LBO? What if B is a corporation that recently acquired its X stock?

(e)   Suppose in (b)above that B had the option to buy As X stock at $20 per share, but insteadallowed X to make the purchase.

 


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