To: KW Wingman who wrote (19354 ) 2/1/2000 12:03:00 PM From: gpowell Respond to of 29970
Is this what Hell feels like?You don't appear to believe the wording of the IRS tax site yet you take the word of a $5.50 per hour guy at ATHM and some burger flipper posters from SI. <:} (just kidding) Also add two CFO's, I think they make about $10.50 per hour. Here's is a relevant link:nysscpa.org The Future To reiterate, we feel this provision is important, but not nearly as comprehensive as the financial press would lead one to believe. To benefit from the provisions of Sec. 197, the acquisition from which the intangibles arise must be structured as an asset acquisition for tax purposes. Since many acquirers of stock will not make the 338 election, the purchase accounting goodwill necessitated by the application of APB 16 will not, inevitably, translate into "tax goodwill" to which Sec. 197 pertains. While most acquisitions of subsidiaries or divisions of corporations can be so structured, with consequent benefits, it is rare for the acquisition of an entire company to be structured in a manner that would benefit from these provisions. The repeal of the General Utilities doctrine, that culminated with TRA 86, makes it generally prohibitive to format the acquisition of an entire company as an asset acquisition in light of the up front tax cost imposed on this privilege. Therefore, this provision will have its greatest impact on transactions involving sales of portions of a corporation, as opposed to cases where the entire corporation is acquired by another corporation. If you read ATHM's SEC filing you will notice that the acquisition was set up as a tax free reorganization within the meaning of section 368. We have come full circle. Regardless of the legal classification of an acquisition, the accounting for a business combination is either the purchase method or the pooling of interests method. You have confused the accounting method used to account for the merger, purchase accounting, with an actual purchase of assets for which section 338 applies. A beneficial exercise would to explore the difference in the financial reporting consequences when a pooling of interest accounting method is used verses the purchase method. In the former case no goodwill would be created and thus no charge to earnings. Is it a mystery then, why some corporations are squawking about being forced to use the purchase accounting method. It makes their M&A consequences immediately obvious to investors.... Well, to some investors.