Comprehensive Problem

1.Your client, Midwest Products, Inc. (MPI), is a closely-held, calendar-year, accrual-basis corporation located in Fowlerville, Michigan.  MPI has two operating divisions.  One division manufactures lawn and garden furniture and decorative objects (furniture division), while the other division manufactures garden tools and hardware (tool division).  MPI’s single class of voting common stock is owned as follows:

Shares Tax Basis   FMV

Iris Green 300 $2,000,000 $3,000,000

Rose Ruby 100 1,200,000 1,000,000

Lily White 100   800,000 1,000,000

 Totals 500 $4,000,000 $5,000,000

The three shareholders are unrelated.

Outdoor Living Company (OLC), a publicly-held, calendar-year corporation doing business in several midwestern states, has approached MPI about acquiring its furniture division.  OLC has no interest in acquiring the tool division, however.  OLC’s management has several strong business reasons for the acquisition, the most important of which is to expand the company’s market into Michigan.  Iris, Rose, and Lily are amenable to the acquisition provided it can be accomplished in a tax-deferred manner.

OLC has proposed the following transaction for acquiring MPI’s furniture division.  On April 30, 2010, OLC will create a 100-percent owned subsidiary, OLC Acquisition, Inc (OLC-A).  OLC will transfer to the subsidiary 60,000 shares of OLC voting common stock and $2,000,000.  The current fair market value of the OLC voting stock is $50 per share ($3,000,000 in total).  Each of the three MPI shareholders will receive a pro rata amount of OLC stock and cash.

As part of the agreement, MPI will sell the tool division before the acquisition, after which MPI will merge into OLC-A under Michigan and Ohio state laws (a forward triangular Type A merger).  Pursuant to the merger agreement, OLC-A will acquire all of MPI’s assets, including 100 percent of the cash received from the sale of the tool division ($2,000,000), and will assume all of MPI’s liabilities.  The cash from the sale of the tool division will be used to modernize and upgrade much of the furniture division’s production facilities.  OLC’s management is convinced that the cash infusion, coupled with new management, will make MPI’s furniture business profitable.  OLC management has no plans to liquidate OLC-A into OLC at any time subsequent to the merger.  After the merger, OLC-A will be renamed Michigan Garden Furniture, Inc.

a. Determine whether the proposed transaction meets the requirements to qualify as a tax-deferred forward triangular Type A merger.  Consult Rev. Rul. 88-48 and Rev. Rul. 2001-25 in thinking about the premerger sale of the tool division assets.

b.Could the proposed transaction qualify as a reverse triangular Type A merger if OLC-A merged into MPI?  If not, how would the transaction have to be restructured to meet the requirements to be a reverse triangular merger?

2.Rex and Felix are the sole shareholders of the Dogs and Cats Corporation (DCC).  After several years of operations, they decided to liquidate the corporation and operate the business as a partnership.  Rex and Felix hired a lawyer to draw up the legal papers to dissolve the corporation, but they need some tax advice from you, their trusted accountant.  They are hoping you will find a way for them to liquidate the corporation without incurring any corporate-level tax liability.

The DCC’s tax accounting balance sheet at the date of liquidation is as follows:

Tax Basis   FMV

             Assets

            Cash $30,000 $30,000

            Accounts receivable 10,000 10,000

            Inventory 10,000 20,000

            Equipment 30,000 20,000

            Building 15,000 30,000

            Land  5,000 40,000

                Total assets $100,000 $150,000

            Liabilities

            Accounts payable $5,000

            Mortgage payable - Building 10,000

            Mortgage payable - Land 10,000

                Total liabilities $25,000

            Shareholders’ Equity

            Common stock - Rex (80%) $60,000 $100,000

             Common stock - Felix (20%) 30,000  25,000

                Total shareholders equity $90,000 $125,000

a Compute the gain or loss recognized by Rex, Felix, and DCC on a complete liquidation of the corporation assuming each shareholder receives a pro rata distribution of the corporation’s assets and assumes a pro rata amount of the liabilities.

b.Compute the gain or loss recognized by Rex, Felix, and DCC on a complete liquidation of the corporation assuming Felix receives $25,000 in cash and Rex receives the remainder of the assets and assumes all of the liabilities.

c.Will Felix recognize any income when he collects the accounts receivable?

d.Will Felix be able to take a deduction when he pays the accounts payable?

e.Compute the gain or loss recognized by Rex, Felix, and DCC on a complete liquidation of the corporation assuming each shareholder receives a pro rata distribution of the corporation’s assets and assumes a pro rata amount of the liabilities.

f.Compute the gain or loss recognized by Rex, Felix, and DCC on a complete liquidation of the corporation assuming Felix receives $25,000 in cash and Rex receives the remainder of the assets and assumes all of the liabilities.

g.Would the tax result change if the property was contributed one year ago?  Two years ago?  Three years ago?