As you may have noticed, liabilities often play a complex role when it comes to corporate transactions. Please describe the tax effects of liabilities on each of the following types of transactions (be thorough – for example, consider situations when liabilities exceed basis, or when the liabilities do not have a business purpose, when appropriate). Tax effects can generally include, but are not limited to, the realization and or recognition of gain or loss, basis, holding period and E&P issues and will often relate to the corporation and the shareholder.
a. Transfers of property subject to a liability to a corporation in a qualifying §351 exchange
b. Non-liquidating distribution of property subject to a liability by a corporation to its shareholder
c. Liquidating distribution of property subject to a liability by a corporation to its non-corporate shareholder
d. Stock acquisitions under §338 and §338(h)(10)
e. Type C reorganizations where the acquiring corporation exchanges stock for property subject to liabilities when there is boot and separately when there is no boot