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Mr. Gregory White
Mr. Gregory White, Master's Degree
Category: Essays
Satisfied Customers: 500
Experience:  M.A., M.S. Education / Educational Administration
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I need to your help to prepare Memorandum highlighting relevant tax issues, potential exposures and tax efficient planning ideas for saving tax dollar or acquisition
Submitted: 7 months ago.
Category: Essays
Customer: replied 7 months ago.
The following is my class tax memorandumProject: XYZ Proposed Acquisition of ABC Corporation Shares/Assets1. ABC Corporation is a software company
2. ABC has been in existence for 5 years. The founders of the company are Able, Baker and Charlie Corporation. When the ABC was originally formed, the shareholders contributed the following:
• Able contributed hardware equipment with basis of $1,000,000 and a fair market value of $2,000,000. A also made a loan of $250,000 to ABC.
• Baker contributed a building with a basis of $3,000,000 and fair market value (at the time of contribution) of $2,000,000.
• Charlie Corporation contributed internally created software with a basis of $10,000 and fair market value of $2,000,000.
3. They have developed a new software package that will help small and middle market businesses accept credit card payments, run business solution apps and be in compliance with credit card privacy issues that are scheduled to go into effect in 2017.While there are other companies in the market developing similar packages, this has been determined by XYZ to be the most compatible with their current electronic payment service offerings.
4. XYZ, our Client, has been actively investigating opportunities to expand their small and middle market business product service offerings to include innovative payment solutions and business management tools. To date, they have incurred $200,000 in consulting fees working with Accenture to identify which possible software solutions. In narrowing their focus to ABC’s software platform, they have incurred an additional $250,000 analyzing various metrics of the ABC platform. Through this analysis, the leadership of XYZ has concluded that the ABC platform would be a very strategic acquisition for XYZ.
5. XYZ has approached Able, Baker and Charlie and initiated discussions regarding XYZ’s interest in acquiring the shares or assets of ABC for $25,000,000.
6. Based on a recent valuation performed by ABC, $25,000,000 appears to be in line with what the FMV of the company is worth with its current assets including the software.Additional Facts:7. Based on a meeting with the business team today, ABC has expressed a need to structure this acquisition as a stock purchase rather than making an asset sale.
8. ABC is part of a consolidated tax-filling group in the US.
9. The based on a review of the Balance Sheet, the following assets will be included in the sale:
a. Customer lists, tax basis = 0, FMV = $8 million
b. Accounts receivable, tax basis = $5,000,000, FMV = same
c. Processing terminals, tax basis = $3,000,000, FMV = $2,500,00010. Based on cash flow availability, XYZ plans to acquire all 100 shares of ABC on installment as follows:
a. 12/1/15 – 10 shares
b. 2/3/16 – 10 shares
c. 6/2/16 – 20 shares
d. 7/1/16 – 20 shares
e. 10/2/16 – 10 shares
f. 12/1/16 – 5 shares
g. 2/1/16 – 25 shares11. XYZ would like our firm to prepare a memorandum highlighting relevant tax issues, potential tax exposures for both XYZ and ABC, as well as, tax efficient planning ideas for saving XYZ tax dollars or acquisition price
12 Please prepare an analysis for the client as to the availability of tax provision that will allow for an inside asset step up in basis and what the cost of that basis step up may be.
Possible options suggested by XYZ’s accounting director are:
a. Liquidation of ABC into XYZ
b. An election under some tax provision that would treat the acquisition as an asset purchase for US tax purposes.
13. From a negotiating standpoint, how would we approach ABC to share any tax costs that result from their insistence on a stock purchase.
14. What information are you going to need to prepare this memo?
Customer: replied 7 months ago.
please, cite IRS code section, Revenue Ruling and court cases. I believe that this project mainly focus on IRC sections 338, 332,331, 1060 etc.
Customer: replied 7 months ago.
This tax memorandum includes:
1. Facts
2. Issues
3. conclusion
4. Analysis
Customer: replied 7 months ago.
This project is for corporate Tax 1
Customer: replied 7 months ago.
How long does it take?
Customer: replied 7 months ago.
Hi
are you guys working on it ?
It's very urgent, i don't get any response from you.
Expert:  PDtax replied 7 months ago.
Hi from Just Answer. I'm PDtax. I can assist. The price offered for the project is just a starting point for Experts. I can assist, but the price offered is inadequate for the project size. I will post an Offer to assist. Since my price is substantially higher than the deposit, please confirm your deadline as well. I am pricing this as if it is needed urgently; within the next 24 hours. Please confirm by 2:30 EST today if we have a deal. PDtax
Customer: replied 7 months ago.
Hi
I need this tax memo by coming monday ( May 2nd) at 2 pm MST. I can't afford your price $500. You mentioned earlier $78.00 (5+ 73) for it. If it is possible in this price $ 78, please let me know ASAP. If not, you should reverse $ 73 in my card right now because i haven't got anything from you. I just put $ 5 deposit to talk to expert.
Once again, are you able do this by coming monday ( May 2nd) at 2 pm MST with the price of $78? Please, let me know ASAP. If you are not, then i got find someone else.Thanks
Expert:  PDtax replied 7 months ago.
Thanks for getting back to me. A few items of note about how we work: The original price quoted by the site is not a binding price for the service. Experts review the questions, and ask for price adjustments when projects suggest different pricing. The project suggests substantial time and effort, and when I priced it, an unknown deadline ("urgent"). I'll tell site management to process a refund. PDtax
Customer: replied 7 months ago.
Thanks for your quick response. Just curious, what would be your best/final price for this memo by May 2nd?I do have some other short tax questions which should be done by May 8th. Would you be able to tell me how much will it cost?
Please see attachment for short questions.
Expert:  PDtax replied 7 months ago.
Hi again. PDtax here. I'm not sure what to do for you. I made an Offer to assist with your acquisition, which you rejected. I responded to you by telling you that Experts review questions, and ultimately set prices for projects. If the customer agrees, we make a deal and the Expert assists. We did not make a deal yet. I can reduce the price some for your project, given there is time available, but I would still ask $400 plus the deposit. I would assist on the additional questions for an additional $40. I can't make a formal Offer at that price until you reject the original Offer. Please advise.
Customer: replied 7 months ago.
Are you saying $ 40 for my additional questions? I can pay $40 for additional my questions. Could you tell me when will it get ready?
But i can't afford $400 for that Tax Memo. This is too high in my budget. Okay, I just need analysis and Conclusion parts for this tax memo. I will write myself Facts and Issues. Analysis part includes:
1. What is the impact of tax laws on XYZ in the case of
a. Liquidation of ABC into XYZ
b. An election under some tax provision that would treat the acquisition as an asset purchase for US tax purposes.
2. What is the impact of tax laws on ABC Corporation in the case of
a. Liquidation of ABC into XYZ
b. An election under some tax provision that would treat the acquisition as an asset purchase for US tax purposes.
Customer: replied 7 months ago.
Please, let me know how much cost for Analysis and conclusion part ASAP which is due by May 2nd.
Expert:  PDtax replied 7 months ago.
I'm sorry, but you're mixing up what you want me to do, and you still have not rejected my original Offer. And, your reduction in scope really doesn't reduce the amount of work you need.
Customer: replied 7 months ago.
$400 isn't in my budget. I want to reduce the work for memo( only analysis and conclusion part). I will offer $110 for memo and $40 for additional short question and total will be $150. Is it okay for you ?
Expert:  PDtax replied 7 months ago.
sorry. I will opt out. Other experts can review your projects and advise.
Customer: replied 7 months ago.
Okay, thank you. Since i don't get anything from you, Could you tell your site management to process a refund of $73.
Customer: replied 7 months ago.
Hi Pearson,I need help in short tax questions which is attached here. please reply me ASAP.
Thanks.

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