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虎哥 · 2022年04月10日

答案A的解释

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NO.PZ202109080300000101

问题如下:

The risk mitigation strategy that would most likely allow Payne to achieve her primary objective with respect to the Solar Falls Power ownership position is to:

选项:

A.have Solar Falls Power conduct a leveraged recapitalization.

B.obtain a personal line of credit secured by Solar Falls Power shares.

C.establish a charitable remainder trust using Solar Falls Power shares.

解释:

B is correct. Payne can obtain a personal loan secured by her private company shares in Solar Falls Power to meet her primary objective of mitigating the concentration risk of both ownership positions without triggering a taxable event while maintaining sole ownership. One of the key benefits is that this type of borrowing should not cause an immediate taxable event. Although at some point the debt will need to be repaid, Payne would have access to cash to diversify her concentration risk while maintaining sole ownership of the company.

A is incorrect because a leveraged recapitalization would not meet Payne’s primary objective, since it would both trigger a taxable event and result in Payne not maintaining sole ownership of the company. In a typical leveraged recapitalization, a private equity firm provides or arranges debt with senior and mezzanine lenders. The owner of the privately owned business receives cash for a portion of her shares and retains a minority interest in the freshly capitalized entity. The owner is typically taxed currently on the cash received. If structured properly, a tax deferral is achieved on the stock rolled over into the newly capitalized company.

C is incorrect because establishing a charitable remainder trust using Solar Falls Power shares would involve Payne donating her shares to a trust and receiving a tax deduction for the gift. However, this would result in Payne relinquishing sole ownership of Solar Falls Power, which would violate her primary objective to maintain sole ownership.

答案说A不对因为leveraged recapitalization既不能保留控制权也trigger了tax event - 可是强化讲义第37页的总结表格上说leveraged recapitalization是Yes to not triggering tax event。请问是讲义有误吗?

1 个答案

王暄_品职助教 · 2022年04月11日

李老师有特意说过:讲义上的leveraged recap是说有的情况下可以not triggering tax:

例如PE公司是跟我以股换股,就没有现金产生,就可以避税。(因为PE公司收购我公司,其实就形成了一个新的公司,会发行新股票,所以很多人为了避税,不要现金,选择要新公司的股票。)

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NO.PZ202109080300000101问题如下 The risk mitigation strategy thwoulmost likely allow Payne to achieve her primary objective with respeto the SolFalls Power ownership position is to: A.have SolFalls Power cona leveragerecapitalization.B.obtain a personline of cret secureSolFalls Power shares.C.establish a charitable remainr trust using SolFalls Power shares. B is correct. Payne cobtain a personlosecureher private company shares in SolFalls Power to meet her primary objective of mitigating the concentration risk of both ownership positions without triggering a taxable event while maintaining sole ownership. One of the key benefits is ththis type of borrowing shoulnot cause immeate taxable event. Although some point the will neeto repai Payne woulhave access to cash to versify her concentration risk while maintaining sole ownership of the company. A is incorrebecause a leveragerecapitalization woulnot meet Payne’s primary objective, sinit woulboth trigger a taxable event anresult in Payne not maintaining sole ownership of the company. In a typicleveragerecapitalization, a private equity firm provis or arranges with senior anmezzanine lenrs. The owner of the privately ownebusiness receives cash for a portion of her shares anretains a minority interest in the freshly capitalizeentity. The owner is typically taxecurrently on the cash receive If structureproperly, a tferris achieveon the storolleover into the newly capitalizecompany.C is incorrebecause establishing a charitable remainr trust using SolFalls Power shares woulinvolve Payne nating her shares to a trust anreceiving a tction for the gift. However, this woulresult in Payne relinquishing sole ownership of SolFalls Power, whiwoulviolate her primary objective to maintain sole ownership. C为什么不对,慈善资金不是免税吗?

2022-05-15 20:39 1 · 回答