1. What are the disadvantages of effecting a change in the basis of all the target’s assets either by their sale or by a stock purchase along with a Section 338(h)(10) election to treat the stock...

1. What are the disadvantages of effecting a change in the basis of all the target’s assets either by their sale or by a stock purchase along with a Section 338(h)(10) election to treat the stock purchase as a purchase of all the firm’s assets?

2. What are the main tax considerations to a purchaser in the sale of a target’s stock when the target is an S corporation?

3. If you were advising the founders of a new Internet-based business, what would you tell them about the benefits of using a conduit organizational form to operate their business?

4. What types of acquisitions of S corporations generate tax-deductible goodwill? How many acquisitions of S corporations, as a general rule, give rise to tax-deductible goodwill?

 5. Why does the taxable acquisition of an S corporation give rise to incremental tax benefits from stepping up the target’s assets while the acquisition of a freestanding C corporation does not?