T is a closely held corporation with 100 shares of voting common stock outstanding, which are owned 50 shares by A (adjusted basis $200), 30 shares by B (adjusted basis $400), and 20 shares by C (adjusted basis $150). T, owns the following assets:
Basis Value
Nonoperating assets $200 $300
Operating assets $700 $900
Totals $900 $1,200
T owes outstanding liabilities of $200 (in the form of a 20-year bond held by L at an adjusted basis of $200), and T has E&P of $400. Assume each T share is worth $10. P is a publicly held corporation whose stock is listed on the New York Stock Exchange.
(3) T merges into P solely in exchange for P voting stock (and the debt assumption). B, however, dissents under state law procedure for objecting shareholders. B’s T stock is purchased by T under an agreement whereby B agrees to take the $300 nonoperating assets, and whereby the stock given by p is reduced to $700. [State the results generally but do the numbers for B only.]
*(4) Same as (3) above, A also dissents and likewise is bought out for $500 worth of the operating assets. P gives T only $200 in value of P stock. Will P be concerned about this result (aside from the loss of Ts assets)? What would you advise P to do to protect itself?
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