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Basic Tax Issues in Acquisition Transactions

879 Basic Tax Issues in Acquisition Transactions Michael L. Schler1 Table of Contents I. INTRODUCTION .. 880 II. TAXABLE OR TAX-FREE TRANSACTION? .. 882 A. Is a Tax-Free Reorganization Possible? .. 882 B. Is a Tax-Free Reorganization Desirable? .. 883 III. TAXABLE Transactions .. 886 A. Transaction Treated as Stock Acquisition for Tax Purposes .. 887 B. Transaction Treated as Asset Acquisition for Tax Purposes .. 887 C. Comparison of Taxable Stock and Asset Acquisition .. 888 1. Target a Stand-Alone C Corporation .. 888 2. Target an S Corporation .. 889 3. Target an 80% Subsidiary.

2012] BASIC TAX ISSUES IN ACQUISITION TRANSACTIONS 881 Likewise, detailed ongoing participation by the tax lawyer is necessary to be sure that changes in documentation do not change the tax results that

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