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Old 09-21-2005, 06:32 AM
Rich Carreiro
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Default Re: Mandatory stock exchange considered sale?

"Etienne" <etiennevb[at]hotmail.com> writes:

- quote -

> I had some stock in a company that was acquired and
> privatized by another public company.
> In return for my stocks, I got stocks in the acquiring
> company plus some cash for the fractional shares.
> This was a mandatory exchange.
> Is this exchange considered a stock sale for tax purposes?


Probably not, but it depends on the exact structure of the
sale. What did the shareholder documents about the merger
say? Did they say things like "this is going to be a
tax-free reorganization"?

- quote -

> What would be the sales price? The value of my new stock
> at the date of transfer plus the cash?


If it's a standard tax-free merger, there is no sale (aside
from the sale of the fractional share) and your basis and
holding period in the new stock is your basis and holding
period in the original stock.

--
Rich Carreiro rlcarr[at]animato.arlington.ma.us

<< ================================================== ===== > << The foregoing is intended for educational purposes only > << and does NOT constitute legal OR professional advice. > << > << The Charter and the Guidelines for submitting > << messages to this newsgroup are at www.asktax.org. > << Copyright (2005) - All rights reserved. > << ================================================== ===== >
  #1  
Old 09-21-2005, 06:32 AM
Steve Pope
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Default Re: Mandatory stock exchange considered sale?

Etienne <etiennevb[at]hotmail.com> wrote:

- quote -

> I had some stock in a company that was acquired and
> privatized by another public company.
> In return for my stocks, I got stocks in the acquiring
> company plus some cash for the fractional shares.
> This was a mandatory exchange.
> Is this exchange considered a stock sale for tax purposes?


Not in most cases.

You were probably given a gigantic disclosure document
during the sale. Buried in there is probably an attorney's
opinion that this is a tax-free exchange.

Steve

<< ================================================== ===== > << The foregoing is intended for educational purposes only > << and does NOT constitute legal OR professional advice. > << > << The Charter and the Guidelines for submitting > << messages to this newsgroup are at www.asktax.org. > << Copyright (2005) - All rights reserved. > << ================================================== ===== >
 
Old 09-21-2005, 06:32 AM
Stuart A. Bronstein
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Posts: n/a
Default Re: Mandatory stock exchange considered sale?

"Etienne" <etiennevb[at]hotmail.com> wrote:

- quote -

> I had some stock in a company that was acquired and
> privatized by another public company.
> In return for my stocks, I got stocks in the acquiring
> company plus some cash for the fractional shares.
> This was a mandatory exchange.
> Is this exchange considered a stock sale for tax purposes?


Depends on the precise facts and circumstances, but there's
a good chance the transaction is exempt from recognition
under IRS §354.

Stu

<< ================================================== ===== > << The foregoing is intended for educational purposes only > << and does NOT constitute legal OR professional advice. > << > << The Charter and the Guidelines for submitting > << messages to this newsgroup are at www.asktax.org. > << Copyright (2005) - All rights reserved. > << ================================================== ===== >
  #-1  
Old 09-20-2005, 07:44 PM
Etienne
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Posts: n/a
Default Mandatory stock exchange considered sale?

I had some stock in a company that was acquired and
privatized by another public company.

In return for my stocks, I got stocks in the acquiring
company plus some cash for the fractional shares.

This was a mandatory exchange.

Is this exchange considered a stock sale for tax purposes?

What would be the sales price? The value of my new stock
at the date of transfer plus the cash?

Thanks,

Etienne

<< ================================================== ===== > << The foregoing is intended for educational purposes only > << and does NOT constitute legal OR professional advice. > << > << The Charter and the Guidelines for submitting > << messages to this newsgroup are at www.asktax.org. > << Copyright (2005) - All rights reserved. > << ================================================== ===== >
 

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