Topics covered include: Treatment of taxable asset acquisitions, including effects on basis; Consequences of taxable stock acquisitions; Requirements for various types of tax free reorganizations under section 368 of the IRC; Tax-free split-off's, spin-off's and split ups; Capitalization of transaction costs; Tax treatment of escrow accounts and earn outs; Corporate tax attributes including NOLs and tax credits; Stock salve vs. asset sale. Upon completing this course, you should be able to: Explain the tax treatment of taxable stock acquisitions and taxable asset acquisitions and the reason one may be preferred; Identify requirements of various types of tax-free reorganizations; Describe situations involving tax-free split-offs and spin-offs; Familiarity with corporate tax attribute carryover rules; Differentiate true statements with respect to Section 338 deemed as an asset sale; Recognize judicial doctrines serve to prevent transactions that resemble sales from qualifying for non-recognition treatment as a corporate reorganization; Identify characteristics of the various types of reorganization; Describe types of assets for purposes of purchase price allocation with the most liquidity.