Tax-Free Transaction

Hi All,

I am trying to structure a potential transaction tax-free and have been having some difficulties. Basically, the background is that there is a JV between two Companies, one of the Companies owns a controlling stake, whereas the other Company owns approx 30%. I am trying to come up with a solution of how the Controlling Company can acquire the 30% stake from its partner, without triggering a tax gain to the partner, or atleast, minimizing any taxes as much as possible. Anyone have any ideas? I do not believe a reverse morris trust structure would work since the seller does not own more than 50%....Hope someone can help?Thank you.

8 Comments
 

Yes

IRC: 368 http://www.law.cornell.edu/uscode/text/26/368

Type "A" Reorganization (stock-for-assets acquisition) -statutory mergers/consolidation -forward triangular mergers -reverse triangular mergers Type "B" Reorganization (stock-for-stock acquisition) Type "C" Reorganization (stock-for-assets acquisition)

IRC: 351 http://www.law.cornell.edu/uscode/text/26/351

351 Mergers

Good luck.

 

bump.

"They are all former investment bankers that were laid off in the economic collapse that Nancy Pelosi caused. They have no marketable skills, but by God they work hard."
 

Will give 3 SBs for detailed answer.

"They are all former investment bankers that were laid off in the economic collapse that Nancy Pelosi caused. They have no marketable skills, but by God they work hard."
 

Really? I stumped WSO?

"They are all former investment bankers that were laid off in the economic collapse that Nancy Pelosi caused. They have no marketable skills, but by God they work hard."
 
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