Buying, Selling, and Merging Businesses

2d Cir 9th Cir ABA ALI ABA accounting acquiring corporation acquisition adjusted basis aff'd agreement allocation amount apply assets business combination capital gain cash cent Commissioner common stock Corp covenant debt December 31 deduction deemed depreciation determined disposition distribution dividend earnings effect exemption fair market value filed financial statements goodwill held installment obligations inventory issued issuer liabilities ment no-action letter number of shares obtain offeree ordinary income paragraph parent corporation parties payment period person plan of liquidation pooling of interests poration preferred stock prior purchase price purposes pursuant qualify recapture received recognized registration respect result S.E.C. Rule Schedule 13D section 1245 property Section 337 seller selling shareholders sold stockholders subparagraph substantial Supp supra note tax-free taxable taxpayer tender offer tion transaction Transfer Binder transferor Treas treasury stock type reorganization U.S. Tax Cas United