Taxable Acquisitions of C-Corps. ▪ Taxable . 210000. N t P. d t T t C. 790 000. »

C. Stock Acquisition With Section 338(h)(10) Election . . . . . . . . . stock of a

c. Tax consequences to target corporation shareholders 3. d. Taxable reverse

the target S corporation make a Code Sec. 338(h). (10) election because of the

shareholder is a corporation and the buyer and the corporate shareholder join in

May 5, 2010 . In addition, even though a C corporation is generally subject to double . in S

For C corporations, also known as "regular" corporations, there are two levels of

all its assets, a change in the form of entity (other than conversion to C

corporation but is typically an individual or group of individuals, and “Target” is a

APPENDIX 1A: Decision Matrix for Selling/Purchasing a C Corporation . .. C

In order to make a 338 election, must an acquirer be a c-corporation? . Section

May 8, 2008 . The stock of a C Corp target company may also be acquired utilizing a Section

Dec 21, 2011 . Section 338(h)(10) Election - Both a Stock and an Asset Purchase (Part . T (a C

Section 338(h)(10) of the Internal Revenue Code doesn't sound like the title for a

Existing C Corporation Desiring to Convert to Pass Through. Entity. ∎ Entities . .

The buyer must be a C corporation. For financial . Foreign targets are not

Jun 17, 2011 . S Corporation Stock. ▫ S Corporation with 338(h)(10) Election . S corporation

Section 338(g) election. » Section 338(h)(10) election can only be made where

Sam operated his business in a “C” corporation named SamCo. . buyer of stock

Mar 31, 2009 . 4. Accordingly, an Internal Revenue Code §338(h)(10) election made by a C

Nov 10, 2009 . I would like to use a 338(h)(10) election to be able to amortize the . was

Here, if SBS had not made a subchapter S election and were treated as a C

Buyer takes a purchase price basis in the stock of Target Corporation (“Target”).

Dec 1, 2001 . If T is a C corporation, a Sec. 338 election is available; if T is an S corporation or

Feb 3, 2009 . A Section 338(h)(10) election is only available when eighty percent (80%) or

egy for disposing of unwanted assets of a C corporation (or an S corporation . .

Another reason is that Buyers of a “C” corporation will carry forward a . . want to

Aug 7, 2003 . A Section 338(h)(10) election allows a purchasing corporation to treat its

Purchaser is a Colorado C Corporation. Together, Seller and Purchaser agree to

368(a)(1)(A), (B) or (C) or a reorganization described in . stock or securities of

Aug 28, 2008 . You mentioned that S-Corps cannot have NOL's b/c taxes are paid once . If you

IRC 338(h)(10) - Elective Recognition of Gain or Loss by Target Corporation . At

Jun 27, 2011 . Where the corporation has acquired assets of a C corporation in a . The section

If an S corporation makes an election under section 338 (without a section 338(h)

can make a “338(h)(10)” election and treat the purchase as if it . acquisition

consolidated group (“Stand-alone C Corporation”). ∎ Partnership. ∎ LLC. ∎ S

Net Operating Losses. c. S Corporation Shareholders. 3. Purchaser's Perspective

Jun 30, 2010 . [16] The "§ 338(h)(10) election allows a purchasing corporation to treat a . as a

Say S corp buying 80% of C corp in a cash for stock deal. Can the S corp make a

Feb 9, 2010 . The C corp has a bunch of NOL so I think it makes sense to make a 338(h)(10).

338(h)(10) election does not apply for Georgia income tax purposes when the .

If the Target is a C Corp its stock may be acquired utilizing a Section 338(g) or (h)

May 2, 2011 . ject to tax as a C corporation was sub- ject to tax as a . to a C corporation's basis

Dec 22, 2008 . Some four months later, CCorp sold 100 percent of K's capital stock to . A so-

What are Pros and cons of a 338h election? Purchaser is a C corp and seller is a

shareholders and the acquiring corporation to agree to make an election under

Under the pre-1986 version of § 338, a corporation that sold the target's stock .

arises under section 338 ofthe Code must be disregarded for New York state

A purchase or sale of assets occurs where a corporation acquires another .

A Three-Step Process. There are three steps to making a Section 338(h)(10)

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