Deloitte
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Chapter 11 — Business Combinations

11.7 Other Considerations

11.7 Other Considerations

Entities should be mindful of other tax considerations that are not directly related to or within the scope of the accounting literature on business combinations, including those that address deconsolidation, a planned sale or disposal of a business (either of which could trigger discontinued operations presentation in the financial statements), the election of an acquiree to apply pushdown accounting, and other reorganizations or mergers in contemplation of an IPO or related transaction.

Footnotes

7
See Section 11.3.1 for the meaning of “inside” and “outside” basis differences.
8
See footnote 7.
9
See footnote 7.
10
See Section 11.3.1 for the meaning of “inside” and “outside” basis differences.
11
See footnote 10.
12
See footnote 10.
13
See Section 8.3 for guidance on acceptable methods of allocating income taxes to members of a group and Section 8.2.3 for a discussion of the allocation of income taxes to single member LLCs.
14
If the parent actually contributes a member (corporate subsidiary) to a nontaxable successor entity and the successor entity will continue to own that C corporation, previously allocated deferred taxes would not be eliminated and this guidance would not be applicable. However, such situations are rare.