angel macias is considering selling his business organized as t

Theta balance sheet also shows $200,000 of accounts payable and $400,000 in bank loans. No NOL carryovers or carrybacks are available. Bill Jones and Sam Smith, each of whose net worth exceeds $1 million, are interested in acquiring the business by using S&J Corporation as the vehicle for making the acquisition. Theta management and its owners are interested in selling the business. What advice would you give Bill and Sam about acquiring the assets directly from Theta, or by acquiring Theta stock from its shareholders and then liquidating Theta into S&J? Bill and Sam also have expressed concern about possible differences in the financial reporting of a nontaxable versus a taxable acquisition.

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