ACCY 272 Session 08 Chapter 5 D E

ACCY 272 Session 08 Chapter 5 (D, E, F) REDEMPTIONS AND PARTIAL LIQUIDATIONS (2) Text (Lind [6 e]), pp. 248 283 Problems, pp. 252 253, 255, 260, 266, 282 283 Cases, pp. 266 270[Arnes], 274 281[Grove] Revenue Rulings, pp. 250 252[RR 79 184], pp. 258 259[RR 75 447] pp. 263 266[RR 69 608], by Hugh Pforsich 1

Chapter 5 (D, E, F) [248 283] – Table of Contents D. Redemptions Tested at the Corporate Level: Partial Liquidations [248 253] • • E. Revenue Ruling 79 -184 [250 252] Problems [252 253] Consequences to the Distributing Corporation [253 257] 1. Distributions of Appreciated Property in Redemption [253] 2. Effect on Earnings and Profits [254 255] • Problem [255] 3. Stock Reacquisition Expenses [255 257] F. Redemption Planning Techniques [258 283] 1. Bootstrap Acquisitions [258 260] • Revenue Ruling 75 -447 [258 259] Note [259 260] • Problem [260] 2. Buy Sell Agreements [260 274] a. In General [260 263] b. Constructive Dividend Issues [263 266] • Revenue Ruling 69 -608 [263 266] • Problem [266] c. Redemptions Incident to Divorce [266 274] • Case: Arnes v. United States [266 270] Note [270 274] 3. Charitable Contribution and Redemption [274 283] • Case: Grove v. Commissioner [274 281] Note [281 282] Problems [282 283] 2

D. Redemptions Tested at the Corporate Level: Partial Liquidations [248 253] 3

D. Redemptions Tested at the Corporate Level: Partial Liquidations [248 253] Revenue Ruling 79 -184 [250 252] 4

D. Redemptions Tested at the Corporate Level: Partial Liquidations [248 253] Revenue Ruling 79 -184 [250 252] Problems [252 253] Alpha Corporation operates a book publishing business ("Books") and a bar exam review course ("Cram") as divisions (i. e. , not as separately incorporated entities). Alpha's single class of common stock outstanding is owned in equal shares by Michael, Pamela (Michael's wife) and Iris Corporation. Neither Michael nor Pamela owns any stock in Iris. Alpha also owns all of the stock of Beta Corporation, a separately incorporated company which is engaged in the beta processing business, and it directly owns a diversified securities portfolio. What are the shareholder level tax consequences of the following alternative transactions: (a) Alpha has operated Books and Cram for more than five years and it distributes the assets of Books to its three equal shareholders in redemption of 50 shares from each shareholder. Any different result if the redemption is made without an actual surrender of shares? 5

D. Redemptions Tested at the Corporate Level: Partial Liquidations [248 253] Revenue Ruling 79 -184 [250 252] Problems [252 253] Alpha Corporation operates a book publishing business ("Books") and a bar exam review course ("Cram") as divisions (i. e. , not as separately incorporated entities). Alpha's single class of common stock outstanding is owned in equal shares by Michael, Pamela (Michael's wife) and Iris Corporation. Neither Michael nor Pamela owns any stock in Iris. Alpha also owns all of the stock of Beta Corporation, a separately incorporated company which is engaged in the beta processing business, and it directly owns a diversified securities portfolio. What are the shareholder level tax consequences of the following alternative transactions: (b) Is there a different result in (a), above, if Alpha had purchased Books three years ago for cash? If so, why should that matter? What if Alpha acquired Books three years ago in a tax free reorganization? 6

D. Redemptions Tested at the Corporate Level: Partial Liquidations [248 253] Revenue Ruling 79 -184 [250 252] Problems [252 253] Alpha Corporation operates a book publishing business ("Books") and a bar exam review course ("Cram") as divisions (i. e. , not as separately incorporated entities). Alpha's single class of common stock outstanding is owned in equal shares by Michael, Pamela (Michael's wife) and Iris Corporation. Neither Michael nor Pamela owns any stock in Iris. Alpha also owns all of the stock of Beta Corporation, a separately incorporated company which is engaged in the beta processing business, and it directly owns a diversified securities portfolio. What are the shareholder level tax consequences of the following alternative transactions: (c) What if all the assets of Books were destroyed by fire and Alpha distributes one half of the insurance proceeds equally to its three shareholders in redemption of an appropriate number of shares of stock and retains the remaining proceeds to carry on its book publishing business on a somewhat smaller scale? 7

D. Redemptions Tested at the Corporate Level: Partial Liquidations [248 253] Revenue Ruling 79 -184 [250 252] Problems [252 253] Alpha Corporation operates a book publishing business ("Books") and a bar exam review course ("Cram") as divisions (i. e. , not as separately incorporated entities). Alpha's single class of common stock outstanding is owned in equal shares by Michael, Pamela (Michael's wife) and Iris Corporation. Neither Michael nor Pamela owns any stock in Iris. Alpha also owns all of the stock of Beta Corporation, a separately incorporated company which is engaged in the beta processing business, and it directly owns a diversified securities portfolio. What are the shareholder level tax consequences of the following alternative transactions: (a) Alpha has operated Books and Cram for more than five years and it distributes the assets of Books to its three equal shareholders in redemption of 50 shares from each shareholder. Any different result if the redemption is made without an actual surrender of shares? (d) Same as (a), above, except that Alpha distributes the assets of Books to Michael in redemption of all of his stock. 8

D. Redemptions Tested at the Corporate Level: Partial Liquidations [248 253] Revenue Ruling 79 -184 [250 252] Problems [252 253] Alpha Corporation operates a book publishing business ("Books") and a bar exam review course ("Cram") as divisions (i. e. , not as separately incorporated entities). Alpha's single class of common stock outstanding is owned in equal shares by Michael, Pamela (Michael's wife) and Iris Corporation. Neither Michael nor Pamela owns any stock in Iris. Alpha also owns all of the stock of Beta Corporation, a separately incorporated company which is engaged in the beta processing business, and it directly owns a diversified securities portfolio. What are the shareholder level tax consequences of the following alternative transactions: (a) Alpha has operated Books and Cram for more than five years and it distributes the assets of Books to its three equal shareholders in redemption of 50 shares from each shareholder. Any different result if the redemption is made without an actual surrender of shares? (e) Same as (a), above except that Alpha distributes the assets of Books to Iris in redemption of all of its Alpha stock. 9

D. Redemptions Tested at the Corporate Level: Partial Liquidations [248 253] Revenue Ruling 79 -184 [250 252] Problems [252 253] Alpha Corporation operates a book publishing business ("Books") and a bar exam review course ("Cram") as divisions (i. e. , not as separately incorporated entities). Alpha's single class of common stock outstanding is owned in equal shares by Michael, Pamela (Michael's wife) and Iris Corporation. Neither Michael nor Pamela owns any stock in Iris. Alpha also owns all of the stock of Beta Corporation, a separately incorporated company which is engaged in the beta processing business, and it directly owns a diversified securities portfolio. What are the shareholder level tax consequences of the following alternative transactions: (f) Alpha distributes the securities portfolio to its three equal shareholders in redemption of 20 shares from each shareholder. 10

D. Redemptions Tested at the Corporate Level: Partial Liquidations [248 253] Revenue Ruling 79 -184 [250 252] Problems [252 253] Alpha Corporation operates a book publishing business ("Books") and a bar exam review course ("Cram") as divisions (i. e. , not as separately incorporated entities). Alpha's single class of common stock outstanding is owned in equal shares by Michael, Pamela (Michael's wife) and Iris Corporation. Neither Michael nor Pamela owns any stock in Iris. Alpha also owns all of the stock of Beta Corporation, a separately incorporated company which is engaged in the beta processing business, and it directly owns a diversified securities portfolio. What are the shareholder level tax consequences of the following alternative transactions: (g) Alpha sells all of its Beta stock and distributes the proceeds pro rata to the shareholders in redemption of 20 shares from each. 11

D. Redemptions Tested at the Corporate Level: Partial Liquidations [248 253] Revenue Ruling 79 -184 [250 252] Problems [252 253] Alpha Corporation operates a book publishing business ("Books") and a bar exam review course ("Cram") as divisions (i. e. , not as separately incorporated entities). Alpha's single class of common stock outstanding is owned in equal shares by Michael, Pamela (Michael's wife) and Iris Corporation. Neither Michael nor Pamela owns any stock in Iris. Alpha also owns all of the stock of Beta Corporation, a separately incorporated company which is engaged in the beta processing business, and it directly owns a diversified securities portfolio. What are the shareholder level tax consequences of the following alternative transactions: (g) Alpha sells all of its Beta stock and distributes the proceeds pro rata to the shareholders in redemption of 20 shares from each. (h) Same as (g), above, except that Alpha liquidates Beta and then distributes the assets of Beta's business, which Beta has operated for more than five years. 12

E. Consequences to the Distributing Corporation [253 257] 13

E. Consequences to the Distributing Corporation [253 257] 1. Distributions of Appreciated Property in Redemption [253] 14

E. Consequences to the Distributing Corporation [253 257] 2. Effect on Earnings and Profits [254 255] 15

E. Consequences to the Distributing Corporation [253 257] 2. Effect on Earnings and Profits [254 255] Problem [255] X Corporation has 200 shares of common stock outstanding. A and B each acquired 100 shares of X upon their issuance at a price of $1, 000 per share, and they each thus have an adjusted basis of $100, 000 in their X stock. At the beginning of the current year, X has $100, 000 of accumulated earnings and profits and it has $50, 000 of earnings and profits from operations during the year. What are the tax consequences to X of the following alternative redemptions of A's stock, assuming in each case that the redemption qualifies for exchange treatment under § 302(a)? (a)In redemption of A's 100 shares, X distributes land ($250, 000 fair market value; $200, 000 adjusted basis) held as an investment. 16

E. Consequences to the Distributing Corporation [253 257] 2. Effect on Earnings and Profits [254 255] Problem [255] X Corporation has 200 shares of common stock outstanding. A and B each acquired 100 shares of X upon their issuance at a price of $1, 000 per share, and they each thus have an adjusted basis of $100, 000 in their X stock. At the beginning of the current year, X has $100, 000 of accumulated earnings and profits and it has $50, 000 of earnings and profits from operations during the year. What are the tax consequences to X of the following alternative redemptions of A's stock, assuming in each case that the redemption qualifies for exchange treatment under § 302(a)? (b) Same as (a), above, except X's adjusted basis in the land is $300, 000. 17

E. Consequences to the Distributing Corporation [253 257] 3. Stock Reacquisition Expenses [255 257] 18

F. Redemption Planning Techniques [258 283] 19

F. Redemption Planning Techniques [258 283] 1. Bootstrap Acquisitions [258 260] 20

F. Redemption Planning Techniques [258 283] 1. Bootstrap Acquisitions [258 260] Revenue Ruling 75 -447 [258 259] 21

F. Redemption Planning Techniques [258 283] 1. Bootstrap Acquisitions [258 260] Note [259 260] 22

F. Redemption Planning Techniques [258 283] 1. Bootstrap Acquisitions [258 260] Problem [260] Strap is the sole shareholder of Target Corporation. Boot is a prospec tive buyer and is willing to purchase all of the Target stock, but Boot is unable to pay the $500, 000 price demanded by Strap even though he believes it to be fair. Target has $100, 000 cash on hand. Should Strap and Boot structure Boot's acquisition of Target along the lines of the Zenz case? Is there a better alternative? What additional facts would you like to know? (Compare to TSN Liquidating and the problem on page 206, supra. ) 23

F. Redemption Planning Techniques [258 283] 1. Bootstrap Acquisitions [258 260] Problem [260] Strap is the sole shareholder of Target Corporation. Boot is a prospec tive buyer and is willing to purchase all of the Target stock, but Boot is unable to pay the $500, 000 price demanded by Strap even though he believes it to be fair. Target has $100, 000 cash on hand. Should Strap and Boot structure Boot's acquisition of Target along the lines of the Zenz case? Is there a better alternative? What additional facts would you like to know? (Compare to TSN Liquidating and the problem on page 206, supra. ) 24

F. Redemption Planning Techniques [258 283] 2. Buy Sell Agreements [260 274] 25

F. Redemption Planning Techniques [258 283] 2. Buy Sell Agreements [260 274] a. In General [260 263] 26

F. Redemption Planning Techniques [258 283] 2. Buy Sell Agreements [260 274] b. Constructive Dividend Issues [263 266] 27

F. Redemption Planning Techniques [258 283] 2. Buy Sell Agreements [260 274] b. Constructive Dividend Issues [263 266] Revenue Ruling 69 -608 [263 266] 28

F. Redemption Planning Techniques [258 283] 2. Buy Sell Agreements [260 274] b. Constructive Dividend Issues [263 266] Problem [266] A, B and C, who are unrelated, each own one third of Y Corporation's outstanding common stock. The shareholders have entered into a cross purchase agreement under which they agree that the two surviving shareholders will purchase the Y stock owned by the estate of the first share holder to die. Y purchased a life insurance policy on the life of each shareholder and has continued to pay the annual premiums. Y is the beneficiary under the policies. B died this year, and Y used the proceeds from the policy on B's life to completely redeem the stock held by B's estate. What will be the tax consequences of these events to A, C and Y? 29

F. Redemption Planning Techniques [258 283] 2. Buy Sell Agreements [260 274] c. Redemptions Incident to Divorce [266 274] 30

F. Redemption Planning Techniques [258 283] 2. Buy Sell Agreements [260 274] c. Redemptions Incident to Divorce [266 274] Case: Arnes v. United States [266 270] Code: Issues: Facts & Analysis: Holding: 31

F. Redemption Planning Techniques [258 283] 2. Buy Sell Agreements [260 274] c. Redemptions Incident to Divorce [266 274] Note [270 274] 32

3. Charitable Contribution and Redemption [274 283] 33

3. Charitable Contribution and Redemption [274 283] Case: Grove v. Commissioner [274 281] Code: Issues: Facts & Analysis: Holding: 34

3. Charitable Contribution and Redemption [274 283] Note [281 282] 35

3. Charitable Contribution and Redemption [274 283] Problems [282 283] Philanthropist ("P") owns 25, 000 shares of Family Corporation. The fair market value of P's Family stock is $2, 500, 000 ($100 per share); P's basis is $25, 000 ($1 per share). Family has 100, 000 shares of common stock (its only class) outstanding; the remaining shares are owned by P's spouse and children. Family has ample accumulated earnings and profits. The Family bylaws require all shareholders to grant the corporation a right of first refusal to buy their stock at fair market value before the shares are offered for sale to an outsider, but the corporation is not required to redeem the stock. On the occasion of his 25 th college reunion, P wishes to make a $100, 000 contribution to State University ("SU"). Consider the tax consequences of the following alternative plans: (a) Family Corporation distributes $100, 000 to P in redemption of 1, 000 shares of stock. P then contributes $100, 000 to SU. (b) P contributes 1, 000 shares of Family stock to Su. Two months later, pursuant to an oral understanding, Family distributes $100, 000 to SU in redemption of its 1, 000 shares. SU was not legally obligated to surrender the shares for redemption. (c) Same as (b), above, except that P contributes 250 shares of Family stock to SU in each of the four years following his reunion. (Assume that the value of the stock was $100 per share throughout this period. ) Two months after each contribution, Family distributes $25, 000 to SU in redemption of the 250 shares. 36

3. Charitable Contribution and Redemption [274 283] Problems [282 283] Philanthropist ("P") owns 25, 000 shares of Family Corporation. The fair market value of P's Family stock is $2, 500, 000 ($100 per share); P's basis is $25, 000 ($1 per share). Family has 100, 000 shares of common stock (its only class) outstanding; the remaining shares are owned by P's spouse and children. Family has ample accumulated earnings and profits. The Family bylaws require all shareholders to grant the corporation a right of first refusal to buy their stock at fair market value before the shares are offered for sale to an outsider, but the corporation is not required to redeem the stock. On the occasion of his 25 th college reunion, P wishes to make a $100, 000 contribution to State University ("SU"). Consider the tax consequences of the following alternative plans: (a) Family Corporation distributes $100, 000 to P in redemption of 1, 000 shares of stock. P then contributes $100, 000 to SU. 37

3. Charitable Contribution and Redemption [274 283] Problems [282 283] Philanthropist ("P") owns 25, 000 shares of Family Corporation. The fair market value of P's Family stock is $2, 500, 000 ($100 per share); P's basis is $25, 000 ($1 per share). Family has 100, 000 shares of common stock (its only class) outstanding; the remaining shares are owned by P's spouse and children. Family has ample accumulated earnings and profits. The Family bylaws require all shareholders to grant the corporation a right of first refusal to buy their stock at fair market value before the shares are offered for sale to an outsider, but the corporation is not required to redeem the stock. On the occasion of his 25 th college reunion, P wishes to make a $100, 000 contribution to State University ("SU"). Consider the tax consequences of the following alternative plans: (b) P contributes 1, 000 shares of Family stock to Su. Two months later, pursuant to an oral understanding, Family distributes $100, 000 to SU in redemption of its 1, 000 shares. SU was not legally obligated to surrender the shares for redemption. 38

3. Charitable Contribution and Redemption [274 283] Problems [282 283] (b) P contributes 1, 000 shares of Family stock to Su. Two months later, pursuant to an oral understanding, Family distributes $100, 000 to SU in redemption of its 1, 000 shares. SU was not legally obligated to surrender the shares for redemption. 39

3. Charitable Contribution and Redemption [274 283] Problems [282 283] Philanthropist ("P") owns 25, 000 shares of Family Corporation. The fair market value of P's Family stock is $2, 500, 000 ($100 per share); P's basis is $25, 000 ($1 per share). Family has 100, 000 shares of common stock (its only class) outstanding; the remaining shares are owned by P's spouse and children. Family has ample accumulated earnings and profits. The Family bylaws require all shareholders to grant the corporation a right of first refusal to buy their stock at fair market value before the shares are offered for sale to an outsider, but the corporation is not required to redeem the stock. On the occasion of his 25 th college reunion, P wishes to make a $100, 000 contribution to State University ("SU"). Consider the tax consequences of the following alternative plans: (c) Same as (b), above, except that P contributes 250 shares of Family stock to SU in each of the four years following his reunion. (Assume that the value of the stock was $100 per share throughout this period. ) Two months after each contribution, Family distributes $25, 000 to SU in redemption of the 250 shares. 40