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Tax Management Portfolio, Tax Consequences of Contingent Payment Transactions, No. 566, focuses on the transfer of a business for consideration contingent on the future performance of the business. Part II explores taxable sales, which generally are governed by the installment sale rules, unless the seller elects out of the installment method. If the seller elects out of the installment method, the sale is generally taxed as a closed transaction or, in rare cases, as an open transaction. Part III examines reorganizations and §351 transactions where the primary consideration is buyer stock, but a portion of that stock is placed in escrow or is reserved for issuance until a later date. Part IV examines transfers of certain intangible property for consideration contingent on the future productivity of the transferred property, as well as §367(d)(2) transactions. Part V examines the impact of contingent payments in the context of transfers of a business where a former owner is also an employee of the buyer, transfers of a business where a seller retains a contingent interest in the transferred property or receives a contingent proprietary interest in the buyer, and leases and licenses. Part V also addresses contingent value rights (“CVRs”). Finally, Part VI considers various reporting issues. In addition to providing an analysis of the law, this Portfolio contains numerous examples applying the law to specific fact patterns.
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Professor Kwall thanks the following students for excellent research assistance: Katherine Brown, Paolo Santonocito, Alexandra Vozza, Jonathan Whitacre, and Katherine Wilbur.
The Portfolio may be cited as Kwall and Schally, 566 T.M., Tax Consequences of Contingent Payment Transactions.
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