quote:Originally posted by Danny_K: Forgive my ignorance, but is the deadline befor monday. Or ON monday? How does that work..
This was discussed a page or 2 back and I believe the consensus was that it is due by the end of the day on Monday.
Posts: 507 | From: Rochester, NY | Registered: May 2005
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If one of the goals of the transaction is to have minimal immediate tax effects, then the transaction will be structured as a tax free reorganization (more accurately, a "tax deferred" reorganization). Of the six types of reorganizations described in section 368(a)(1) of the Code, three of them are generally acquisitive in nature and get their common name from the sub-paragraph in section 368(a)(1) in which they are described.
An "A" reorganization is a statutory merger or consolidation which can be accomplished either directly or by using a subsidiary directly or in a reverse manner. A "B" reorganization is the acquisition by the buyer of all of the stock of the company. The consideration given by the buyer is required to be solely voting stock of the buyer. Therefore, the acquired company becomes a wholly-owned subsidiary of the buyer. A "C" reorganization provides for the acquisition by the buyer of substantially all of the properties of the seller in exchange for voting stock of the buyer. This is generally followed by a distribution of such stock to the shareholders of the seller.
These different structures will generally have no effect on the seller, except that under a "C" reorganization, your company may still be responsible for certain liabilities (depending upon your negotiating skill).
A pooling transaction will generally be "non-taxable" to the selling stockholders. That is, the tax is deferred until the stockholders sell their new shares. A purchase transaction may be immediately subject to tax. If the price is paid over more than one year, then a selling stockholder might elect to use the installment method of reporting gain.
New Section 338 Regulations Give Taxpayers Increased Flexibility in Two-Step Mergers Tax Law Update: December 16, 2003 12/16/2003
Over the past several years, questions have arisen regarding the characterization of what has become a relatively popular transaction, namely, the acquisition of a target through a reverse subsidiary merger, followed by a pre-planned upstream merger of the target into the acquiror. The follow-on merger gives rise to issues in circumstances where the acquisition consideration consists of more than 40% but less than 80% stock. In these circumstances, because there is more than 20% non-stock consideration the initial merger cannot qualify as a “reorganization” for tax purposes (reorganizations are tax-free to the target shareholders except to the extent of non-stock consideration) unless it is stepped together with the follow-on merger. In 2001, the IRS issued a revenue ruling confirming that in these circumstances the two mergers together would be treated as, in effect, a direct merger of target into acquiror and thus a good section 368(a)(1)(A) reorganization. The IRS also held that such a transaction could not be treated as a “qualified stock purchase” (“QSP”) under section 338, which only applies to acquisitions by a taxable “purchase” of stock and not by means of a reorganization.. The IRS, earlier this year, issued regulations that altered the holding of the prior ruling by giving taxpayers the choice of treating such a transaction as either a QSP or a section 368(a)(1)(A) reorganization in situations where an acquiror is acquiring a subsidiary of (at least 80% owned by) another corporation.^1 The change is favorable because it permits taxpayers to undertake follow-on mergers after acquisitions of subsidiaries of selling corporations without disqualifying the transactions from QSP treatment, which is often desirable.
"Substantially all" is also a defined term, by reference to another corporate code section: 368(a)(1)(C).3 Section 368 is a non-recognition provision, which allows a corporation to transfer "substantially all" its assets to another corporation without recognizing gain. Unfortunately for the gift-planning community, this means that the guidance under Section 368 has focused on succeeding in transferring "substantially all" of the corporate assets rather than failing to transfer "substantially all" of them. So referring to the existing rulings, and the IRS ruling policy, provides only minimal guidance. Since that guidance is all we have, we can at least start there. Generally, the Service uses as a ruling guideline that the "substantially all" requirement is satisfied if there is a transfer of assets representing at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by the corporation immediately before the transfer (in this case, "transfer" would be the donation).4
Does that mean that as long as a corporation donates less than those percentages of assets, that it is safe from triggering gain recognition? Unfortunately, no. Early case law held that smaller percentages, 86% of gross and 71% of net, were enough to satisfy the test. Conversely, in Pillar Rock Packing Co. v. Comr.,5 68% was held to be less than substantially all. Case law also considers the type of assets retained. In cases where all operating assets were transferred to the acquiring corporation and the cash, receivables or other non-operating assets were distributed to the shareholders the courts have allowed lower percentages and still considered the "substantially all" test to be met. So although there is a bright-line test for achieving the "substantially all" threshold, there is no bright line for failing to achieve it.
A survey of the case law does lead to one possible guideline: When determining "substantially all" for purposes of Section 368, the courts have focused on the percentage of the corporate operating assets rather than all corporate assets. If it were possible to rely on those cases, a corporation that donates non-operating assets and keeps all its operating assets would not incur taxable gain on the donation no matter what percentage of the overall assets were donated. Unfortunately, we will have to wait for the IRS and the courts to see how they apply the pre-existing case law under Section 368 to the new application under the Section 337 regulations.
posted
I watched Sally Field give that speech live. Though I was pretty young. I believe it was 1985 and the movie she won for was Places in the Heart.
No charge for the trivia
quote:Originally posted by betting babe: you like me, you really really like me!
that just showed my age
~BB
quote:Originally posted by a surfer: jimmy just gave props to Betting Babe, Glassman and a few others on allstocks for their DD.
-------------------- "I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell Posts: 4190 | From: Rhode Island | Registered: Mar 2006
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im wondering if Rufus actually is really smart, and is just exploiting a loophole. a lot of articles say that 386 needs to be closed. maybe he's just taking advantage of its being there?
Kind of like accountants like to find legitimate loopholes to show their prowess.
ineresting statement: The Merger was consummated so that the Issuer will have on a consolidated basis an operating entity, and CCS will have the opportunities available to public companies.
quote:Originally posted by betting babe: is that good enough wally? may i have my gold star now please?
sorry for the delay, not sure you still need the info.
but good to re-read since this stuff was from July.
~BB
I'll give you a gold star* , I wish I was as smart and knowledgable as you, some day, verry good dd on this board BB
Posts: 180 | From: Grants Pass , Or | Registered: Sep 2006
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posted
Hey, I had four stars for the longest time, why'd I get demoted?
-------------------- "I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell Posts: 4190 | From: Rhode Island | Registered: Mar 2006
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posted
Wait...I'm still back at the age comment... JK
Good lookin out.
I'm tired of people acting like this sort of thing is completely impossible. Uncommon ... yes.
Dictionary.com Unabridged (v 1.0.1) - Cite This Source un‧com‧mon /ʌnˈkɒmən/ Pronunciation Key - Show Spelled Pronunciation[uhn-kom-uhn] Pronunciation Key - Show IPA Pronunciation –adjective, -er, -est. 1. not common; unusual; rare: an uncommon word. 2. unusual in amount or degree; above the ordinary: an uncommon amount of mail. 3. exceptional; remarkable. [
posted
Let's all hope for a positive exciting day tomorrow. May be last day (or two) to get in at the low PPS. GLTA Goodnight!
Posts: 121 | From: TX | Registered: Aug 2006
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posted
You know BB I read your posts back in July and remember you needed a gold star back then. but reading them again, I think you deserve a 10-K! Rufas give BB a 10-K!
I think somewhere durring that same conversation in July you brought up TWA as another company that used the 386 rule and a reverse merger to go public. Posts: 2717 | From: Eville,IN,USA | Registered: Feb 2004
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posted
It is crazy over at HSM. The mod is banning anyone from talking about tomorrow being the possible deadline. What is the point of a message board if you cant even have a discussion. What is the verdict here? is the deadline tomorrow?
Posts: 119 | From: home | Registered: Apr 2006
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quote:Originally posted by ccvle: It is crazy over at HSM. The mod is banning anyone from talking about tomorrow being the possible deadline. What is the point of a message board if you cant even have a discussion. What is the verdict here? is the deadline tomorrow?
considering rufus posted this last night I will let you make the choice. Beleive 200 12 year olds or the CEO.
a surfer Member
Member Rated: posted 12-10-2006 22:06 -------------------------------------------------------------------------------- shakedown, Hmmmmm stupid question, sep 30 due plus 15 = Oct 15.
simple stupid it is.
good night all __________________ GODSPEED Rufus Paul Harris Chief Executive Officer Conversion Solutions Holdings Corp Harris*cshd.us
Posts: 6410 | Registered: Jul 2006
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quote:Originally posted by sandor butosi: AWYB might grab some cshd flip money in AM. Sorry! People will stragle back to cshd if it does not work out. See PR. Opportunity knocks again!
Let me share something with you that may help. I do not want to see a lot of you good shareholders lose an opportunity of a lifetime. You all deserve it, especially what you have all had to endure through this ordeal. I am not in the least worried. I myself was in the market buying a lot today and I mean a lot, as well as my groups. You are so close to realizing that what before you only dreamed about, can now become your reality. The potential of this company and what it can do for you is still probably beyond your own belief patterns. You are now getting ready to enter a stage in your lives that will forever change the way you think and look at everything and everyone. With the potential this company offers, you may be able to choose the lifestyle you only ever dreamed about. This is your key to entering the gates of victory.
You are either with or without today. You who have stood strong, yours is the victory cup to drink of.
Those who stand before me will live. Those who stand with their backs to me will surely perish.
ya KHabar befloos, bukrah yeb'a bebalash الصمت احيانا ضروري. بعض الانبياء المزيفين عندما اتكلم كثيرا وان لم يتكلم. كل شيء سيكون علي كشف لكم وسيكون النصر لكم.
Posts: 6410 | Registered: Jul 2006
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posted
morning guys. Today I'm hoping we hold some ground hopefully we'll make some up. That's unless the 10-k is released today then all bets are off, but I am not expecting that to happen today.
Let's hope today is all we want it to be but understand those who wish to make money off of us will try to do so with every thing they have. Keep your emotions in check.
That said everyone no matter how nice they seem here should not be the basis for any of us to trade on.
I can only say what I am comfortable with. I have been asked by many (some on this board) privately how I feel about this stock. I have said I feel very good about it of late. I have also told those people that THEY not ME have to be comfortable with buying more, selling or holding.
I CAN be wrong!
"But if I am right, Lenny, you have just saved the lives of millions of registered voters..."
Remember ... I only entered this stock to flip it over and over and leave. I did that...I just could not leave.
-------------------- - "Pay it Forward" Posts: 1524 | Registered: Jun 2006
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quote:Originally posted by Chartwalker: Good Morning peeps!
So no "Friday the 13th" 10k???? Or at least not yet...
Snowing here!
I wonder if any of that snow is making it over to the Detroit area. I knew if i left Michigan long enough the weather would drastically change!!
But, the weather here in Germany is expected to be great this weekend and im off to Hamburg Saturday morning. Posts: 2308 | From: Michigan | Registered: Jun 2006
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posted
Morning everyone, Has anyone ever seen a stock before that has so much movement pre market everyday? Started gapping up already!
-------------------- 'The rewards for those that persevere, far exceed the pain that must proceed the victory!' Posts: 399 | From: leeds, england | Registered: Jul 2006
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