Chapter 19 Solution
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Chapter 19 Solution

Course Number: BUSINESS 03, Spring 2011

College/University: Dutchess Community College

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Chapter 19 Corporate Formation, Reorganization, and Liquidation Chapter 19 Corporate Formation, Reorganization, and Liquidation SOLUTIONS MANUAL Discussion Questions 1. [LO 1] Discuss the difference between gain realization and gain recognition in a property transaction. Answer: Gain realization occurs when a transaction takes place (that is, there has been an exchange of property rights between two persons) and...

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19 Chapter Corporate Formation, Reorganization, and Liquidation Chapter 19 Corporate Formation, Reorganization, and Liquidation SOLUTIONS MANUAL Discussion Questions 1. [LO 1] Discuss the difference between gain realization and gain recognition in a property transaction. Answer: Gain realization occurs when a transaction takes place (that is, there has been an exchange of property rights between two persons) and the amount realized exceeds the taxpayers tax basis in the property sold or exchanged. Recognition is the recording of the gain realized on a tax return. Before gain or loss is recognized, it first must be realized. 3. [LO 1] Distinguish between exemption and deferral as it relates to a property transaction. Answer: Gain or loss that is exempt from taxation will never be recorded on a tax return. Gain or loss that is deferred may appear on a future tax return if circumstances trigger recognition of the gain or loss deferred in the current year. 10. [LO 2] True or False? The receipt of boot by the shareholder in a 351 transaction causes the transaction to be fully taxable. Explain. Register to View AnswerBoot taints an otherwise tax-deferred transaction under 351. A shareholder who receives boot in the transferee corporation recognizes gain (but not loss) in an amount not to exceed the lesser of 1) gain realized or 2) the fair market value of the boot received. 11. [LO 2] True or False? A corporations assumption of shareholder liabilities will always constitute boot in a 351 transaction. Explain. Register to View AnswerUnder the general rule, the corporations assumption of a shareholders liability attached to property transferred (for example, a mortgage attached to the building and land) is not treated as boot received by the shareholder. Congress created two exceptions in which liability assumption by the corporation is treated as boot: 1. Under the first exception, if any of the liabilities assumed by the corporation are assumed with the purpose of avoiding the federal income tax or if there is no corporate business purpose for the assumption, all of the liabilities assumed are treated as boot to the shareholder. 19-1 Chapter 19 Corporate Formation, Reorganization, and Liquidation 2. Under the second exception, if a shareholders liabilities assumed are in excess of the aggregate tax basis of the properties transferred by the shareholder, gain is recognized to the extent of the excess. Liabilities, the payment of which would give rise to a deduction, are not treated as liabilities in making this determination. 14. [LO 2] Under what circumstances does property received by a corporation in a 351 transaction not receive a carryover basis? What is the reason for this rule? Answer: When a shareholder recognizes gain as the result of receiving boot in a 351 transaction, the corporation adds the gain recognized by the transferor to the basis it carries over on the property transferred. This rule prevents gain recognized by the shareholder on the transfer to be recognized a second time if the corporation subsequently disposes of the property in an otherwise taxable transaction. 15. [LO 2] How does a corporation depreciate an asset received in a 351 transaction in which no gain or loss is recognized by the transferor of the property? Answer: To the extent tax basis carries over from the shareholder, the corporation steps into the shoes of the shareholder and continues to depreciate the carryover basis portion of the propertys tax basis using the shareholders depreciation schedule. Any additional basis (from recognition of gain due to boot received) is treated as a newly acquired separate asset and is subject to a separate depreciation election (that is, this one physical asset is treated as two tax assets). Problems 36. [LO 2] Ramon incorporated his sole proprietorship by transferring inventory, a building, and land to the corporation in return for 100 percent of the corporations stock. The property transferred to the corporation had the following fair market values and tax-adjusted bases. Inventory Building Land Total FMV 10,000 50,000 100,000 $ 160,000 Tax-Adjusted Basis $ 4,000 30,000 50,000 $ 84,000 $ The fair market value of the corporations stock received in the exchange equaled the fair market value of the assets transferred to the corporation by Ramon. a. What amount of gain or loss does Ramon realize on the transfer of the property to his corporation? Answer: Ramon realizes a net gain of $76,000 on this transfer, computed as follows: 19-2 Chapter 19 Corporate Formation, Reorganization, and Liquidation Fair market value of stock received - Adjusted tax basis of the property transferred Gain realized b. $160,000 84,000 $ 76,000 What amount of gain or loss does Ramon recognize on the transfer of the property to his corporation? Answer: Ramon does not recognize any gain or loss on the transfer because the requirements of 351 are met and no boot is received in the exchange. c. What is Ramons basis in the stock he receives in his corporation? Answer: $84,000. Ramons tax basis in the stock received is a substituted basis of the assets transferred. 39. [LO 2] Zhang incorporated her sole proprietorship by transferring inventory, a building, and land to the corporation in return for 100 percent of the corporations stock. The property transferred to the corporation had the following fair market values and tax-adjusted bases. Inventory Building Land Total FMV 20,000 150,000 230,000 $ 400,000 Tax-Adjusted Basis $ 10,000 100,000 300,000 $ 410,000 $ The corporation also assumed a mortgage of $100,000 attached to the building and land. The fair market value of the corporations stock received in the exchange was $300,000. The transaction met the requirements to be tax-deferred under 351. a. What amount of gain or loss does Zhang realize on the transfer of the property to her corporation? b. What amount of gain or loss does Zhang recognize on the transfer of the property to her corporation? Register to View Answer What is Zhangs tax basis in the stock she receives in the exchange? Register to View Answer What is the corporations tax-adjusted basis in each of the assets received in the exchange? 19-3 Chapter 19 Corporate Formation, Reorganization, and Liquidation Assume the corporation assumed a mortgage of $500,000 attached to the building and land. NOTE TO INSTRUCTOR: This information was left out of the problem as it appears in the book; please supply this information to your students if you assign this problem: Assume the fair market value of the building is now $250,000 and the fair market value of the land is $530,000. The fair market value of the stock remains $300,000. e. How much, if any, gain or loss does Zhang recognize on the exchange assuming the revised facts? Answer: . f. What is Zhangs tax basis in the stock she receives in the exchange? g. What is the corporations tax-adjusted basis in each of the assets received in the exchange? Answer: The total tax basis of the three assets equals their carryover basis ($410,000) plus the gain recognized by Zhang on the exchange. 40. [LO 2] Sam and Devon agree to go into business together selling college-licensed clothing. According to the agreement, Sam will contribute inventory valued at $100,000 in return for 80 percent of the stock in the corporation. Sams tax basis in the inventory is $60,000. Devon will receive 20 percent of the stock in return for providing accounting services to the corporation (these qualified as organizational expenditures). The accounting services are valued at $25,000. a. What amount of gain or loss does Sam realize on the formation of the corporation? What amount, if any, does he recognize? Answer: Sam realizes a gain of $40,000 on this transfer, computed as follows: Fair market value of stock received - Adjusted tax basis of inventory transferred Gain realized $100,000 60,000 $ 40,000 Sam is entitled to tax deferral under 351 (he transfers property to the corporation and controls the corporation immediately after the exchange). b. What is Sams tax basis in the stock he receives in return for his contribution of property to the corporation? 19-4 Chapter 19 Corporate Formation, Reorganization, and Liquidation Answer: $60,000, a substituted basis equal to the basis of the inventory transferred. c. What amount of income, gain or loss does Devon realize on the formation of the corporation? What amount, if any, does he recognize? Answer: Devon has compensation income of $25,000. Devon is not entitled to tax deferral under 351 because services are not considered property. d. What is Devons tax basis in the stock he receives in return for his contribution of services to the corporation? Answer: Devons tax basis in the stock he receives is $25,000, equal to the income recognized on the receipt of the stock in exchange for services. Assume Devon received 25 percent of the stock in the corporation in return for his services. e. What amount of gain or loss does Sam recognize on the formation of the corporation? Answer: Sam is no longer entitled to tax deferral under 351 because he does not control the corporation immediately after his transfer of property (he must own 80 percent or more). As a result, he recognizes gain of $40,000 on his transfer of property. f. What is Sams tax basis in the stock he receives in return for his contribution of property to the corporation? Answer: $100,000, equal to the fair market value of the inventory transferred. g. What amount of income, gain or loss does Devon recognize on the formation of the corporation? Answer: Devon has compensation income of $33,333. If Sam receives 75 percent of the stock in exchange for inventory worth $100,000, Devons services must be worth $33,000 ($100,000/.75 - $100,000). Devon is not entitled to tax deferral under 351 because services are not considered property. h. What is Devons tax basis in the stock he receives in return for his contribution of services to the corporation? Answer: Devons tax basis in the stock he receives is $33,333, equal to the income 19-5 Chapter 19 Corporate Formation, Reorganization, and Liquidation recognized on the receipt of the stock in exchange for services. 42. [LO 2] Ron and Hermione formed Wizard Corporation on January 2. Ron contributed cash of $200,000 in return for 50 percent of the corporations stock. Hermione contributed a building and land with the following fair market values and tax-adjusted bases in return for 50 percent of the corporations stock. Building Land Total FMV 75,000 175,000 $ 250,000 Tax-Adjusted Basis 20,000 80,000 $ 100,000 To equalize the exchange, Wizard Corporation paid Hermione $50,000 in addition to her stock. a. What amount of gain or loss does Ron realize on the formation of the corporation? What amount, if any, does he recognize? Answer: Ron does not realize gain on this transfer because only cash is transferred. As a result, no gain is recognized. b. What is Rons tax basis in the stock he receives in return for his contribution of property to the corporation? Answer: $200,000, equal to the cash transferred to the corporation. c. What amount of gain or loss does Hermione realize on the formation of the corporation? What amount, if any, does she recognize? Answer: Hermione realizes a net gain of $150,000 on this transfer, computed as follows: Fair market value of stock received Cash received Amount realized - Adjusted tax basis of assets transferred Gain realized $200,000 50,000 $250,000 100,000 $150,000 Note that the overall $150,000 realized gain consists of a $55,000 realized gain on building and a $95,000 realized gain on the building, computed as follows: Building Land Total Amount Realized $ 75,000 175,000 $ 250,000 19-6 Tax-Adjusted Basis Gain (Loss) Realized $ 20,000 $ 55,000 80,000 95,000 $ 100,000 $150,000 Chapter 19 Corporate Formation, Reorganization, and Liquidation The $50,000 boot is apportioned to each property based on the propertys relative fair market value, as follows: Building: $75,000 / $250,000 x $50,000 Land: $175,000 / $250,000 x $50,000 $15,000 $35,000 For each asset transferred, the gain recognized is the lesser of the gain realized on the transfer or the boot allocated to the asset, as follows: Building Land Total Gain Realized $ 55,000 95,000 $ 150,000 Allocated Boot $ 15,000 35,000 $ 50,000 Gain Recognized $ 15,000 35,000 $ 50,000 Hermione recognizes $50,000 of gain on the transfer. d. What is Hermiones tax basis in the stock she receives in return for her contribution of property to the corporation? Answer: Tax adjusted basis of property contributed + Gain recognized on the exchange - Cash (boot) received Tax basis of stock received e. $100,000 50,000 (50,000) $100,000 What tax-adjusted basis does Wizard Corporation take in the land and building received from Hermione? Answer: Wizard Corporation increases the tax basis of the building and land to reflect the gain recognized by Hermione. The gain recognized on each asset is as follows (see solution to part c above): Building: $15,000 Land: $35,000 The buildings tax basis = $20,000 + $15,000 = $35,000 The lands tax basis = $80,000 + $35,000 = $115,000 Assume Hermiones tax-adjusted basis in the land was $200,000. f. What amount of gain or loss does Hermione realize on the formation of the corporation? What amount, if any, does she recognize? Answer: Hermione realizes a gain of $30,000 on this transfer, computed as follows: 19-7 Chapter 19 Corporate Formation, Reorganization, and Liquidation Fair market value of stock received Cash received Amount realized - Adjusted tax basis of assets transferred Gain realized $200,000 50,000 $250,000 220,000 $ 30,000 Note that the overall gain realized includes a $55,000 gain realized on the building ($75,000 20,000) and a ($25,000) loss realized on the land ($175,000 200,000). The boot (cash) received is allocated to the land and building based on their relative fair market values, as before. Building: $75,000 / $250,000 x $50,000 = $15,000 Land: $175,000 / $250,000 x $50,000 = $35,000 Hermione recognizes a gain of $15,000 on the contribution of the building, which is the lesser of the gain realized on the transfer of $55,000 or the amount of boot allocated to the building. g. What tax-adjusted basis does Wizard Corporation take in the land and building received from Hermione? Answer: Wizard Corporation increases its tax basis in each asset by the amount of gain Hermione recognized on the contribution of each asset. In this case, Hermione recognized a $15,000 gain on the contribution of the building so Wizard Corporation increases its basis from $20,000 to $35,000 ($20,000 + $15,000). Because Hermione did not recognize a gain on the contribution of the land (under the revised fact pattern), Wizard takes a carryover basis of $200,000 in the land. Assume Hermiones tax-adjusted basis in the land was $250,000. h. What amount of gain or loss does Hermione realize on the formation of the corporation? What amount, if any, does she recognize? Answer: Hermione realizes a net loss of $(20,000) on this transfer, computed as follows: Fair market value of stock received Cash received Amount realized 19-8 $200,000 50,000 $250,000 Chapter 19 Corporate Formation, Reorganization, and Liquidation - Adjusted tax basis of assets transferred Loss realized 270,000 $( 20,000) Note that the overall $20,000 net realized loss consists of a $55,000 realized gain on building and a $95,000 realized gain on the building, computed as follows: Building Land Total Amount Realized $ 75,000 175,000 $ 250,000 Tax-Adjusted Basis Gain (Loss) Realized $ 20,000 $ 55,000 250,000 ( 75,000) $ 270,000 $( 20,000) The $50,000 boot is apportioned to each property based on the propertys relative fair market value, as follows: Building: $75,000 / $250,000 x $50,000 Land: $175,000 / $250,000 x $50,000 $15,000 $35,000 For each asset transferred, the gain recognized is the lesser of the gain realized on the transfer or the boot allocated to the asset, as follows: Building Land Total Gain (Loss) Realized Allocated Boot $ 55,000 $ 15,000 (75,000) 35,000 $ (20,000) $ 50,000 Gain Recognized $ 15,000 0 $ 15,000 Hermione does not recognize the loss on the transfer of the land (boot received does not allow the transferor to recognize loss, only gain). i. What tax-adjusted basis does Wizard Corporation take in the land and building received from Hermione? Answer: The corporation receives a carryover basis in the assets received from Hermione, reduced by the aggregate net built-in loss on the assets transferred, which is allocated to the land. Building ($20,000 carryover + $15,000 gain recognized) $35,000 Land ($250,000 20,000) 230,000 Total (equal to the assets fair market value) $265,000 If Wizard Corporation sold the land and building for $250,000, it would recognize a net loss of $15,000, which is the deferred gain of $40,000 from transfer of the building netted against the allowed deferred loss from transfer of the land ($75,000 realized loss less the disallowed net built-in loss of $20,000). j. What election can Hermione and Wizard Corporation make to allow Wizard Corporation to take a carryover basis in the land? 19-9 Chapter 19 Corporate Formation, Reorganization, and Liquidation Answer: As an alternative, the Hermione and Wizard can elect to reduce her stock basis to fair market value ($200,000) to eliminate the duplication of loss on the transfer. 43. [LO 2] {planning} On October 31, 2009, Jack O. Lantern incurred a $60,000 loss on the worthlessness of his stock in the Creepy Corporation (CC). The stock, which Jack purchased in 2005, met all of the 1244 stock requirements at the time of issue. In December 2009, Jacks wife Jill incurred a $75,000 loss on the sale of Eerie Corporation (EC) stock that she purchased in July 2005 and which also satisfied all of the 1244 stock requirements at the time of issue. Both corporations are operating companies. a. How much of the losses incurred on the two stock sales can Jack and Jill deduct in 2009, assuming they do not have capital gains in the current or prior years? Answer: 1244 limits the ordinary loss deduction for a married couple filing jointly to $100,000. In this case, the total loss incurred on the 1244 stock is $135,000 ($60,000 + $75,000). The remaining $35,000 loss is treated as a capital loss, which can offset other capital gains plus $3,000 of ordinary income. b. Assuming they did not engage in any other property transactions in 2009, how much of a net capital loss carryover to 2010 will Jack and Jill have? Answer: They have a capital loss carryforward to 2010 of $32,000 ($35,000 - $3,000 deducted against ordinary income in 2009). c. What would be the tax treatment for the losses if Jack and Jill reported only $60,000 of taxable income in 2009, excluding the securities transactions? Answer: The $100,000 ordinary loss deduction would create a net operating loss deduction of $40,000. As a result, none of the $35,000 capital loss could be used to offset additional ordinary income. The capital loss carryover to 2010 would be $35,000. d. What tax planning suggestions can you offer the Lanterns to increase the tax benefits of these losses? Answer: To get the maximum tax benefit from the sales of 1244 stock, they should limit their total loss to $100,000, if possible. By recognizing the excess $35,000 in 2009, they could treat the entire loss as ordinary. 44. [LO 2] Breslin, Inc. made a capital contribution of investment property to its 100 percentowned subsidiary, Crisler Company. The investment property had a fair market value of 19-10 Chapter 19 Corporate Formation, Reorganization, and Liquidation $3,000,000 and a tax basis to Breslin of $2,225,000. a. What are the tax consequences to Breslin, Inc. on the contribution of the investment property to Crisler Company? Answer: Breslin does not recognize gain or loss on the transfer. b. What is the tax basis of the investment property to Crisler Company after the contribution to capital? Answer: $2,225,000. Crislers tax basis is a carryover basis from Breslin. 45. [LO 3] {research} On February 27, 2005, Federated Department Stores (Macys) acquired The May Department Stores Company (Marshall Fields) in a tax-deferred acquisition. The Form 8-K describing the transaction was issued on February 28, 2005. You can access the Form 8-K at the companys Web site, www.federated-fds.com/ and accessing the companys SEC filings from its Investor website. Read Item 1.01, Entry into a Material Definitive Agreement and determine which form of merger was used to affect the acquisition. Answer: This is a forward triangular Type A merger (May Department Stores Company merges into the acquisition subsidiary of Federated Department Stores). 46. [LO 3] {research} On January 28, 2005, The Proctor & Gamble Company acquired The Gillette Company in a tax-deferred acquisition. The Form 8-K describing the transaction was issued on January 28, 2005. You can access the Form 8-K at the companys Web site, www.pg.com/ and accessing the companys SEC filings. Read Item 1.01, Entry into a Material Definitive Agreement and determine which form of merger was used to affect the acquisition. Answer: This is a reverse triangular Type A merger (the acquisition subsidiary of Proctor & Gamble merges into The Gillette Company). 47. [LO 4] Amy and Brian were investigating the acquisition of a tax accounting business, Bottom Line, Inc. (BLI). As part of their discussions with the sole shareholder of the corporation, Ernesto Young, they examined the companys tax accounting balance sheet. The relevant information is summarized as follows: Cash Receivables Building Land Total FMV 10,000 15,000 100,000 225,000 $ 350,000 $ Tax-Adjusted Basis Appreciation $ 10,000 15,000 50,000 50,000 75,000 150,000 $ 150,000 $ 200,000 19-11 Chapter 19 Corporate Formation, Reorganization, and Liquidation Payables Mortgage* Total $ 18,000 112,000 $ 130,000 $ $ 18,000 112,000 130,000 * The mortgage is attached to the building and land. Ernesto was asking for $400,000 for the company. His tax basis in the BLI stock was $100,000. Included in the sales price was an unrecognized customer list valued at $100,000. The unallocated portion of the purchase price ($80,000) will be recorded as goodwill. a. What amount of gain or loss does BLI recognize if the transaction is structured as a direct asset sale to Amy and Brian? What amount of corporate-level tax does BLI pay as a result of the transaction, assuming a tax rate of 34 percent? Answer: BLI has an amount realized from the sale of $530,000, the $400,000 paid by Brian and Amy plus the liabilities assumed of $130,000. BLI recognizes a net gain of $380,000 on the sale of its assets to Amy and Brian ($530,000 $150,000 aggregate basis in the assets sold). BLI would owe a corporatelevel tax of $129,200 on the sale ($380,000 x 34 percent). b. What amount of gain or loss does Ernesto recognize if the transaction is structured as a direct asset sale to Amy and Brian, and BLI distributes the aftertax proceeds (computed in question a.) to Ernesto in liquidation of his stock? Answer: Ernesto receives net cash of $270,800 ($400,000 - $129,200 taxes paid). Ernest recognizes capital gain of $170,800 on the distribution ($270,800 $100,000 stock basis). c. What are the tax benefits, if any, to Amy and Brian as a result of structuring the acquisition as a direct asset purchase? Answer: Amy and Brian receive a tax basis in the assets received equal to the assets fair market value. Cash Accounts receivable Building Land Customer list Goodwill Total $ 10,000 15,000 100,000 225,000 100,000 80,000 $530,000 48. [LO 4] Using the same facts in Problem 47, assume Ernesto agrees to sell his stock in BLI to Amy and Brian for $400,000. 19-12 Chapter 19 Corporate Formation, Reorganization, and Liquidation a. What amount of gain or loss does BLI recognize if the transaction is structured as a stock sale to Amy and Brian? What amount of corporate-level tax does BLI pay as a result of the transaction, assuming a tax rate of 34%? b. What amount of gain or loss does Ernesto recognize if the transaction is structured as a stock sale to Amy and Brian? c. What are the tax benefits, if any, to Amy and Brian as a result of structuring the acquisition as a stock sale? 49. [LO 4] Rather than purchase BLI directly (as in Problems 47 and 48), Amy and Brian will have their corporation, Spartan Tax Services (STS), acquire the business from Ernesto in a taxdeferred Type A merger. Amy and Brian would like Ernesto to continue to run BLI, which he agreed to do if he could obtain an equity interest in STS. As part of the agreement, Amy and Brian propose to pay Ernesto $200,000 plus voting stock in STS worth $200,000. Ernesto will become a 10 percent shareholder in STS after the transaction. a. Will the continuity of ownership interest (COI) requirements for a straight Type A merger be met? Explain. Answer: Yes. Ernesto receives equity in STS equal to 50 percent of the total consideration received ($200,000 / $400,000). For COI purposes, the equity must be at least 40 percent of the consideration received. b. What amount of gain or loss does BLI. recognize if the transaction is structured as a Type A merger? What amount of corporate-level tax does BLI pay as a result of the transaction, assuming a tax rate of 34%? Answer: BLI does not recognize any gain or loss on the transfer of its assets in a Type A merger. c. What amount of gain or loss does Ernesto recognize if the transaction is structured as a Type A merger? Answer: Ernesto realizes gain of $300,000 in the exchange ($200,000 + $200,000 $100,000). He must recognize $200,000, equal to the lesser of the gain realized of the cash (boot) received. d. What is Ernestos tax basis in the STS stock he receives in the exchange? Answer: 19-13 Chapter 19 Corporate Formation, Reorganization, and Liquidation Ernesto has a tax basis in his STS stock of $100,000, computed as: Tax adjusted basis of stock exchanged + Gain recognized on the exchange - Cash (boot) received Tax basis of stock received e. $100,000 200,000 (200,000) $100,000 What are the tax bases of the BLI assets held by STS after the merger? Answer: STS takes a carryover basis plus any gain recognized by BLI on its transfer of assets. Gain recognized by Ernesto does not increase the basis of the BLI assets received by STS. As a result, STS a takes carryover basis in the assets. 50. LO 4] Robert and Sylvia propose to have their corporation, Wolverine Universal (WU), acquire another corporation, EMU, Inc., in a tax-deferred triangular Type A merger using an acquisition subsidiary of WU. The sole shareholder of EMU, Edie Eagle, will receive $250,000 plus $150,000 of WU voting stock in the transaction. a. Can the transaction be structured as a forward triangular Type A merger? Explain why or why not. b. Can the transaction be structured as a reverse triangular Type A merger? Explain why or why not. 51. [LO 4] Robert and Sylvia propose to have their corporation, Wolverine Universal (WU), acquire another corporation, EMU, Inc., in a stock-for-stock Type B acquisition. The sole shareholder of EMU, Edie Eagle, will receive $400,000 of WU voting stock in the transaction. Edies tax basis in her EMU stock is $100,000. a. What amount of gain or loss does Edie recognize if the transaction is structured as a stock-for-stock Type B acquisition? Answer: Edie realizes a $300,000 gain ($400,000 - $100,000) on the exchange. Because the transaction qualifies as a Type B reorganization, she does not recognize (defers) the gain. b. What is Edies tax basis in the WU stock she receives in the exchange? Answer: $100,000. Edie substitutes her stock basis in EMU for her new basis in WU. 19-14 Chapter 19 Corporate Formation, Reorganization, and Liquidation c. What is the tax basis of the EMU stock held by WU after the exchange? Answer: $100,000. WU carries over Edies stock basis in EMU as its tax basis. 52. [LO 5] Shauna and Danielle decided to liquidate their jointly owned corporation, Woodward Fashions, Inc. (WFI). After liquidating its remaining inventory and paying off its remaining liabilities, WFI had the following tax accounting balance sheet. Cash Building Land Total FMV $ 200,000 50,000 150,000 $ 400,000 Tax-Adjusted Basis Appreciation $ 200,000 10,000 40,000 90,000 60,000 $ 300,000 $ 100,000 Under the terms of the agreement, Shauna will receive the $200,000 cash in exchange for her 50 percent interest in WFI. Shaunas tax basis in her WFI stock is $50,000. Danielle will receive the building and land in exchange for her 50 percent interest in WFI. Danielles tax basis in her WFI stock is $100,000. a. What amount of gain or loss does WFI recognize in the complete liquidation? Answer: WFI has a taxable transaction and recognizes gain of $40,000 on the transfer of the building and gain of $60,000 on the transfer of the land. b. What amount of gain or loss does Shauna recognize in the complete liquidation? Answer: Shauna recognizes gain of $150,000 on the transfer of her stock to WFI ($200,000 - $50,000) in complete liquidation of WFI. c. What amount of gain or loss does Danielle recognize in the complete liquidation? Answer: Danielle recognizes gain of $100,000 on the transfer of her stock to WFI ($200,000 - $100,000) in complete liquidation of WFI. e. What is Danielles tax basis in the building and land after the complete liquidation? Answer: Danielles tax basis equals the fair market value of the assets she receives (building: $50,000, land: $150,000). 53. [LO 5] Tiffany and Carlos decided to liquidate their jointly owned corporation, Royal Oak Furniture (ROF). After liquidating its remaining inventory and paying off its remaining 19-15 Chapter 19 Corporate Formation, Reorganization, and Liquidation liabilities, ROF had the following tax accounting balance sheet. Cash Building Land Total FMV $ 200,000 50,000 150,000 $ 400,000 Tax-adjusted Basis $ 200,000 10,000 200,000 $ 410,000 Appreciation (Depreciation) $ 40,000 (50,000) (10,000) Under the terms of the agreement, Tiffany will receive the $200,000 cash in exchange for her 50 percent interest in ROF. Tiffanys tax basis in her ROF stock is $50,000. Carlos will receive the building and land in exchange for his 50 percent interest in ROF. His tax basis in the ROF stock is $100,000. a. What amount of gain or loss does ROF recognize in the complete liquidation? b. What amount of gain or loss does Tiffany recognize in the complete liquidation? c. What amount of gain or loss does Carlos recognize in the complete liquidation? d. What is Carloss tax basis of the building and land after the complete liquidation? Assume Tiffany owns 40 percent of the ROF stock and Carlos owns 60 percent. Tiffany will receive $160,000 in the liquidation and Carlos will receive the land and building plus $40,000. e. What amount of gain or loss does ROF recognize in the complete liquidation? f. What amount of gain or loss does Tiffany recognize in the complete liquidation? g. What amount of gain or loss does Carlos recognize in the complete liquidation? h. What is Carloss tax basis in the building and land after the complete liquidation? 19-16 Chapter 19 Corporate Formation, Reorganization, and Liquidation 54. [LO 5] Jefferson Millinery, Inc. (JMI) decided to liquidate its wholly-owned subsidiary, 8 Miles High, Inc. (8MH). 8MH had the following tax accounting balance sheet. Cash Building Land Total a. FMV $ 200,000 50,000 150,000 $ 400,000 Tax-Adjusted Basis Appreciation $ 200,000 10,000 40,000 90,000 60,000 $ 300,000 $ 100,000 What amount of gain or loss does 8MH recognize in the complete liquidation? Answer: 8MH does not recognize gain or loss on the liquidation because the liquidating distribution is to a corporation that owns 80-percent-or-more of 8MH. b. What amount of gain or loss does JMI recognize in the complete liquidation? Answer: JMI does not recognize gain or loss on the receipt of the liquidating distribution because it owns 80-percent-or-more of 8MH. c. What is JMIs tax basis in the building and land after the complete liquidation? Answer: JMI takes a carryover tax basis in each of 8MHs assets received in the liquidation. 55. [LO 5] Jefferson Millinery, Inc. (JMI) decided to liquidate its wholly-owned subsidiary, 8 Miles High, Inc. (8MH). 8MH had the following tax accounting balance sheet. Cash Building Land Total a. FMV $ 200,000 50,000 150,000 $ 400,000 Tax-Adjusted Basis Appreciation $ 200,000 10,000 40,000 200,000 (50,000) $ 410,000 $ (10,000) What amount of gain or loss does 8MH recognize in the complete liquidation? Answer: 8MH does not recognize gain or loss on the liquidation because the liquidating distribution is to a corporation that owns 80-percent-or-more of 8MH. b. What amount of gain or loss does JMI recognize in the complete liquidation? Answer: JMI does not recognize gain or loss on the receipt of the liquidating 19-17 Chapter 19 Corporate Formation, Reorganization, and Liquidation distribution because it owns 80-percent-or-more of 8MH. c. What is JMIs tax basis in the building and land after the complete liquidation? Answer: JMI takes a carryover tax basis in each of 8MHs assets received in the liquidation. Comprehensive Problems 56. [LO 1] Several years ago, your client, Brooks Robinson, started an office cleaning service. His business was very successful, owing much to his legacy as the greatest defensive third baseman in major league history and his nickname, The Human Vacuum Cleaner. Brooks operated his business as a sole proprietorship and used the cash-basis method of accounting. Brooks was advised by his attorney that it is too risky to operate his business as a sole proprietorship and that he should incorporate to limit his liability. Brooks has come to you for advice on the tax implications of incorporation. His balance sheet is presented below. Under the terms of the incorporation, Brooks would transfer the assets to the corporation in return for 100 percent of the companys common stock. The corporation would also assume the companys liabilities (payables and mortgage). Balance Sheet Assets Tax Basis FMV Accounts receivable Cleaning equipment (net) Building Land Total assets 0 25,000 50,000 25,000 $100,000 5,000 20,000 75,000 50,000 $150,000 0 0 35,000 $35,000 10,000 5,000 35,000 $50,000 Liabilities Accounts payable Salaries payable Mortgage on land and building Total liabilities a. How much gain or loss (on a per asset basis) does Brooks realize on the transfer of the assets to the corporation? Answer: Fair market value of stock received* + Liabilities assumed by corporation Amount realized 19-18 $100,000 50,000 $150,000 Chapter 19 Corporate Formation, Reorganization, and Liquidation Brooks allocates the amount realized to each of the assets transferred (by relative fair market value) and subtracts the assets adjusted-tax basis to compute gain or loss realized on each asset: Accts Rec FMV AB Gain/loss b. Equipment Building Land Total $5,000 0 $5,000 $20,000 25,000 $(5,000) $75,000 50,000 $25,000 $50,000 25,000 $25,000 $150,000 100,000 $50,000 How much, if any, gain or loss (on a per asset basis) does he recognize? Answer: Brooks does not recognize any gain or loss on this transaction because he satisfies the 351 requirements and he has not received any boot from the corporation. c. How much gain or loss, if any, must the corporation recognize on the receipt of the assets of the sole proprietorship in exchange for the corporations stock? Answer: The corporation does not recognize gain or loss when it exchanges its stock for property. 1032 states that a corporation does not recognize gain or loss on the distribution of its own stock. d. What basis does Brooks have in the corporations stock? Answer: The basis in the stock received is computed using the substituted basis rules of 358, as follows: Tax adjusted basis of property contributed + Gain recognized on the exchange - Mortgage assumed by corporation* Tax basis of stock received $100,000 0 (35,000) $ 65,000 *358(d)(1) treats liabilities assumed as money received by the taxpayer for purposes of computing the stock basis. However, 358(d)(2) excludes from the computation any liability excluded under 357(c)(3). Liabilities described in 357(c)(3) are those liabilities the payment of which would give rise to a deduction. Because Brooks is on the cash basis, payment of the accounts and salaries payable would give rise to a deduction; therefore they are not subtracted in computing the stock basis. If Brooks was on the accrual basis, the corporations assumption of these liabilities would reduce his stock basis. 19-19 Chapter 19 Corporate Formation, Reorganization, and Liquidation e. What is the corporations tax basis in each asset it receives from Brooks? Answer: The corporation takes a carryover basis in each asset transferred, increased by any gain recognized on the transfer by Brooks (362). In this case, no gain was recognized by Brooks; therefore the tax basis of each asset carries over to the corporation unchanged. Accounts receivable Equipment Building Land Total f. $ 0 25,000 50,000 25,000 $100,000 How would you answer the question in B if Brooks had taken back a 10-year note worth $25,000 plus stock worth $75,000 plus the liability assumption? Answer: The 10-year note is considered boot under 351(b). Brooks must allocate the fair market value of the note to each asset transferred and then recognize gain (not loss) equal to the lesser of the Gain realized on the asset transfer, or The fair market value of the note allocated to the asset. The FMV of the note is allocated to the assets transferred using the relative fair market values of the assets. Accts Rec: 5,000/150,000 $25,000 = $833 Equipment: 20,000/150,000 $25,000 = $3,333 Building: 75,000/150,000 $25,000 = $12,500 Land: 50,000/150,000 $25,000 = $8,333 Gain recognized: Accts Rec: Equipment: Building: Land: lesser of $5,000 or $833 the $5,000 loss is not recognized lesser of $25,000 or $12,500 lesser of $25,000 or $8,333 Total gain recognized is $21,667. An aside: The tax year(s) in which the gain is recognized depends on whether Brooks accounts for the gain under the installment method (453) or elects to recognize the entire gain currently. If he does not elect out of the installment method, he will recognize the gain as the principal on the security is collected ($2,167 per year for ten years). Brooks will be subject to interest payments on the deferred tax. g. Will Brooks be able to transfer the accounts receivable to the corporation and 19-20 Chapter 19 Corporate Formation, Reorganization, and Liquidation have the corporation recognize the income when the receivable is collected? Answer: Yes. The transfer of the cash basis receivables meets the definition of an assignment of income, which generally the IRS and courts prohibit. However, the courts have held that a transfer of cash basis receivables to a corporation should not be subject to the assignment of income rules ( Hempt Bros., Inc.). The IRS acquiesced to a degree in Rev. Rul. 80-198, in which it allowed the transfer if made for a valid business reason and the transferor did not accumulate the receivables prior to the transfer in anticipation of the transfer (i.e., to shift the income to a lower tax rate bracket). h. Brooks was depreciating the equipment (200% declining balance) and building (straight-line) using MACRS when it was held inside the proprietorship (. How will the corporation depreciate the equipment and building? Assume Brooks owned the equipment for four years (7 year property) and the building for 6 years. Answer: 168(i)(7) states that in certain transactions, of which 351 is one, the transferee corporation will be treated as the transferor for purposes of computing the depreciation deduction with respect to so much of the basis in the hands of the transferee as does not exceed the adjusted basis in the hands of the transferor. This means that the corporation steps into the shoes of Brooks with respect to the basis that carries over under 362 and continues to use the same depreciation schedule as Brooks was using prior to the transfer. With respect to basis in excess of the carryover basis (the gain portion), the corporation treats this portion as a new asset and is required to elect a new depreciation schedule for this amount. For tax purposes, the single physical asset becomes two depreciable assets. i. Will the corporation be able to deduct the liabilities when paid? Will it matter which accounting method (cash versus accrual) the corporation uses? Answer: If Brooks transfers the accounts and salaries payable and there is a business purpose for the transfer, the corporation can deduct the amounts when paid, regardless of the accounting method chosen by the corporation (Rev. Rul. 80-198, 1980-2 C.B. 113). Alternatively, Brooks could retain enough accounts receivable to offset the accounts payable and deduct the expenses when paid. j. Would you advise Brooks to transfer the land and building to the corporation? What other tax strategy might you suggest to Brooks with respect to the realty? Answer: 19-21 Chapter 19 Corporate Formation, Reorganization, and Liquidation Most tax advisers recommend that taxpayers not transfer realty to their corporation. By keeping the building and land out of the corporation, Brooks could lease the property to the corporation and receive tax deductible rent payments from the corporation. This could alleviate reasonable compensation issues that might arise if Brooks pays himself too much salary. Another reason for keeping property out of the corporation is the negative tax consequences that could arise if Brooks liquidated the corporation and took the property back. Liquidating distributions of appreciated property to the shareholders are taxable to the corporation and the shareholder. 57. [LO 4] Your client, Midwest Products, Inc. (MPI), is a closely-held, calendar-year, accrualbasis corporation located in Fowlerville, Michigan. MPI has two operating divisions. One division manufactures lawn and garden furniture and decorative objects (furniture division), while the other division manufactures garden tools and hardware (tool division). MPIs single class of voting common stock is owned as follows: Shares Iris Green Rose Ruby Lily White Totals Tax Basis 300 100 100 500 $2,000,000 1,200,000 800,000 $4,000,000 FMV $3,000,000 1,000,000 1,000,000 $5,000,000 The three shareholders are unrelated. Outdoor Living Company (OLC), a publicly-held, calendar-year corporation doing business in several midwestern states, has approached MPI about acquiring its furniture division. OLC has no interest in acquiring the tool division, however. OLCs management has several strong business reasons for the acquisition, the most important of which is to expand the companys market into Michigan. Iris, Rose, and Lily are amenable to the acquisition provided it can be accomplished in a tax-deferred manner. OLC has proposed the following transaction for acquiring MPIs furniture division. On April 30, 2009, OLC will create a 100-percent owned subsidiary, OLC Acquisition, Inc (OLC-A). OLC will transfer to the subsidiary 60,000 shares of OLC voting common stock and $2,000,000. The current fair market value of the OLC voting stock is $50 per share ($3,000,000 in total). Each of the three MPI shareholders will receive a pro rata amount of OLC stock and cash. As part of the agreement, MPI will sell the tool division before the acquisition, after which MPI will merge into OLC-A under Michigan and Ohio state laws (a forward triangular Type A merger). Pursuant to the merger agreement, OLC-A will acquire all of MPIs assets, including 100 percent of the cash received from the sale of the tool division ($2,000,000), and will assume all of MPIs liabilities. The cash from the sale of the tool division will be used to modernize and upgrade much of the furniture divisions production facilities. OLCs management is convinced that the cash infusion, coupled with new management, will make 19-22 Chapter 19 Corporate Formation, Reorganization, and Liquidation MPIs furniture business profitable. OLC management has no plans to liquidate OLC-A into OLC at any time subsequent to the merger. After the merger, OLC-A will be renamed Michigan Garden Furniture, Inc. A. Determine whether the proposed transaction meets the requirements to qualify as a tax-deferred forward triangular Type A merger. Consult Rev. Rul. 88-48 and Rev. Rul. 2001-25 in thinking about the premerger sale of the tool division assets. Answer: It should. The transfer meets the continuity of interest requirement because the three shareholders of MPI receive, in the aggregate, stock in OLC valued at $3,000,000, out of total consideration received of $5,000,000 (60 percent). The transfer meets the continuity of business enterprise requirement. To meet this requirement, OLC must continue MPIs historic business or continue to use a significant portion of its historic business assets. In this transaction, OLC continues to operate MPIs furniture division, which should satisfy the COBE requirement. The transfer meets the business purpose test. OLCs primary motivation for acquiring MPI is to expand its market into Michigan, thus satisfying this requirement. OLC-A must acquire substantially all of MPIs property in the merger. To receive a ruling from the IRS, OLC-A must acquire 90 percent of the fair market value of MPIs net properties (assets - liabilities), and 70 percent of the fair market value of the MPIs gross properties (Rev. Rul. 72-576, 1972-2 C.B. 217). MPI has a gross FMV of $6,000,000 and a net FMV of $5,000,000. The furniture division constitutes 66.7% of gross FMV ($4,000,000/$6,000,000) and 60 percent of net FMV ($3,000,000 / $5,000,000). OLC could not get a ruling as to whether the substantially all test is met if only the furniture division is considered. In the proposed transaction, the cash from sale of the tools division will be transferred to OLC-A. In Rev. Rul. 2001-25, the IRS held that transfer of cash from sale of unwanted assets prior to a reverse triangular Type A merger did not violate the substantially all test if the cash was transferred to the acquiring corporation. Applying this principle to this transaction, OLCA will be treated as acquiring 100 percent of MPIs assets. B. Could the proposed transaction qualify as a reverse triangular Type A merger if OLC-A merged into MPI? If not, how would the transaction have to be restructured to meet the requirements to be a reverse triangular merger? Answer: No. The MPI shareholders only receive equity equal to 60 percent of the consideration received. To be a tax-deferred reverse triangular Type A merger, the equity must be voting stock equal to 80 percent of the consideration transferred. To rectify the transaction, OLC would have to 19-23 Chapter 19 Corporate Formation, Reorganization, and Liquidation give the MPI shareholders voting stock worth $4,000,000 (80 percent $5,000,000) if it wanted to structure the transaction as a reverse triangular Type A merger. 58. [LO 5] Rex and Felix are the sole shareholders of the Dogs and Cats Corporation (DCC). After several years of operations, they decided to liquidate the corporation and operate the business as a partnership. Rex and Felix hired a lawyer to draw up the legal papers to dissolve the corporation, but they need some tax advice from you, their trusted accountant. They are hoping you will find a way for them to liquidate the corporation without incurring any corporate-level tax liability. The DCCs tax accounting balance sheet at the date of liquidation is as follows: Tax Basis FMV $30,000 10,000 10,000 30,000 15,000 5,000 $100,000 $30,000 10,000 20,000 20,000 30,000 40,000 $150,000 Assets Cash Accounts receivable Inventory Equipment Building Land Total assets Liabilities Accounts payable Mortgage payable - Building Mortgage payable - Land Total liabilities $5,000 10,000 10,000 $25,000 Shareholders Equity Common stock - Rex (80%) Common stock - Felix (20%) Total shareholders equity a $60,000 30,000 $90,000 $100,000 25,000 $125,000 Compute the gain or loss recognized by Rex, Felix, and DCC on a complete liquidation of the corporation assuming each shareholder receives a pro rata distribution of the corporations assets and assumes a pro rata amount of the liabilities. Answer: Rex 19-24 Chapter 19 Corporate Formation, Reorganization, and Liquidation FMV of assets received (80% $150,000) Liabilities assumed (80% $25,000) Amount realized Tax basis of stock Gain recognized $120,000 ( 20,000) $100,000 (60,000) $40,000 Felix FMV of assets received (20% $150,000) Liabilities assumed (20% $25,000) Amount realized Tax basis of stock Loss recognized $30,000 ( 5,000) $25,000 (30,000) $( 5,000) DCC Gain recognized: Inventory ($20,000 - $10,000) Building ($30,000 - $15,000) Land ($40,000 - $5,000) Total gain recognized $10,000 15,000 35,000 $60,000 Loss recognized: Equipment ($20,000 - $30,000) $(10,000) The loss is deductible because the loss property is distributed pro rata to each of the shareholders. b. Compute the gain or loss recognized by Rex, Felix, and DCC on a complete liquidation of the corporation assuming Felix receives $25,000 in cash and Rex receives the remainder of the assets and assumes all of the liabilities. Answer: Rex and Felix both recognize the same gain and loss as in the previous set of facts. DCC recognizes the same $60,000 gain as before, but DCC cannot recognize the loss on the distribution of the equipment because the loss property is distributed to a related person (Rex is a more-than-50-percent shareholder) in a non pro rata distribution). Assume Felix received the accounts receivable and equipment and assumed the accounts payable. c. Will Felix recognize any income when he collects the accounts receivable? Answer: Felix will not recognize any income when he collects the accounts receivable because his basis in the accounts receivable will be $10,000, which is equal to the amount to be collected (DCC already recognized income under the accrual method when the receivable was created). 19-25 Chapter 19 Corporate Formation, Reorganization, and Liquidation d. Will Felix be able to take a deduction when he pays the accounts payable? Answer: Felix will not get a second deduction when he pays the accounts payable because DCC already took this deduction under the accrual method when the liability was created. Assume Rex is a corporate shareholder of DCC. e Compute the gain or loss recognized by Rex, Felix, and DCC on a complete liquidation of the corporation assuming each shareholder receives a pro rata distribution of the corporations assets and assumes a pro rata amount of the liabilities. Answer: Rex Corporation does not recognize the $40,000 gain realized because 332 applies to this transaction (Rex Corporation is an 80-percent-or-more corporate shareholder). Felix recognizes the same $5,000 loss because he is still taxed under 331. DCC recognizes gain of $12,000 on the distribution to Felix under 336 (20% $60,000 = $12,000). DCC does not recognize gain on the distribution to Rex Corporation (337). DCC does not recognize loss on the distribution to either Rex Corporation or Felix under 336(d)(3) (this is a transaction to which 332 applies; therefore, no loss is allowed on the distribution of any property to any shareholder). f. Compute the gain or loss recognized by Rex, Felix, and DCC on a complete liquidation of the corporation assuming Felix receives $25,000 in cash and Rex receives the remainder of the assets and assumes all of the liabilities. Answer: The answers remain the same as in question e above. Assume the equipment was contributed by Rex to DCC in a 351 transaction two months prior to the liquidation. At the time of the contribution, the propertys fair market value was $25,000. g. Would the tax result change if the property was contributed one year ago? Two years ago? Three years ago? Answer: The contribution of loss property to a corporation within two years of a liquidation could cause the loss to be disallowed under 336(d)(2). Under this anti-stuffing provision, the built-in loss existing at the time of the 19-26 Chapter 19 Corporate Formation, Reorganization, and Liquidation propertys contribution ($20,000 - $25,000 = $5,000 in this case) is disallowed unless there is a clear and substantial relationship between the contributed property and the conduct of the corporations current and future business enterprises. DCC will be able to deduct $5,000 of the $10,000 loss, and may be able to deduct the entire $10,000 if it can show a corporate business purpose for contributing the property. 19-27

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Dutchess Community College - BUSINESS - 03
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Dutchess Community College - BUSINESS - 01
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UCLA - BIOCHEM - 153A
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UCLA - BIOCHEM - 153A
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UCLA - BIOCHEM - 153A
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UCLA - BIOCHEM - 153A
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UCLA - BIOCHEM - 153A
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UCLA - BIOCHEM - 153A
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UCLA - BIOCHEM - 153A
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UCLA - BIOCHEM - 153A
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UCLA - BIOCHEM - 153A
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UCLA - BIOCHEM - 153A
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UCLA - BIOCHEM - 153A
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UCLA - BIOCHEM - 153A
UCLA - BIOCHEM - 153A
G, determined by measuring [metabolites],reveals the rate-limiting steps of a pathwayPFK is the major regulatory enzyme ofglycolysis in muscle (F6P + ATP F-1,6-BP + ADP)Active site:F-1,6-BP &ADP bound Homotetramer (here,2 subunits are shown) Each
SUNY Stony Brook - ANP - 120
Last lecture Origins of Evolutionary ThoughtAnthropology study of humans in cross-cultural context Cultural A., Archaeology, Linguistics, Biological A. the study of humans as biological organisms, considered in an evolutionary frameworkBiological Anth
UCLA - BIOCHEM - 153A
Yeast carry out alcoholic (ethanolic)fermentation, producing CO2 and ethanolEthanolic fermentation converts pyruvate toethanol in two stepsHumans(and other organisms thatproduce lactate)dont have this enzymeHumanshave this enzymePyruvate decarbo
SUNY Stony Brook - ANP - 120
Past lectureOrigin of evolutionary thought Cells & Molecules, I.early thinkers the road to Darwin Darwinian revolutionevolution by means of natural selectionBut how: ANP 120 Lecture #04 no clue !transmission of traits? heredity?The study of gen
UCLA - BIOCHEM - 153A
SUNY Stony Brook - ANP - 120
Transcriptioninitial section of DNA DNA temporarily separates mRNA lines upCells & Molecules, I.ANP 120 Lecture #04 - LEFTOVERTranslation Transcription & translation exampleResult:mRNA travels to ribosomes ribosomes move along mRNA tRNA picks up
UCLA - BIOCHEM - 153A
SUNY Stony Brook - ANP - 120
The study of geneticscell & molecular genetics Mendelian genetics population genetics phylogenetics behavior geneticsFrom Genotype to Phenotype, I.ANP 120 Lecture #06Basic questionGoals for todayFrom Genotype to Phenotype, I. Genes and observable ch
UCLA - BIOCHEM - 153A
Dicarboxylic acids "Oh my, such good apple pie!"OH C O(CH2)n C OH On=0 oxalic n=1 malonic n=2 succinic n=3 glutaric n=4 adipic n=5 pimelic-Ketoglutarate DH complex is similar to pyruvate DH complexEnzyme E1 E2 E3 PDH complex Pyruvate DH Dihydrolipoyl
SUNY Stony Brook - ANP - 120
Goals for todayFrom Genotype to Phenotype, II. Mendel's 4th postulateFrom Genotype to Phenotype, II.linkage, crossing-over types and consequences continuous phenotypes, polygenic traits, pleiotropymutationANP 120 Lecture #07genetics beyond MendelMe
UCLA - BIOCHEM - 153A
How is ATP generated in aerobic metabolism? Substrate-level phosphorylation (few) Transfer of phosphoryl group to ADP (or NDP) Oxidative phosphorylation (most) Condensation of ADP and Pi, driven (indirectly) by oxidation-reduction reactionsThe oxidat
SUNY Stony Brook - ANP - 120
Biological AnthropologyForces of Evolution and Speciation, I.the study of humans as biological organisms, considered in an evolutionary framework.ANP 120 Lecture #08Biological evolutionGoals for todayForces of Evolution and Speciation, I. biological
UCLA - BIOCHEM - 153A
In the ETC, electrons pass through a series of protein complexes and e- carriers to O2Intermediate steps (instead of direct transfer to O2) allow multiple opportunities for coupling e- transfers with H+ translocationsNADH transfers a hydride to FMN, the