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Isn't a purchase of stock in an IPO essentially an open market purchase? Couldn't we extend 801.30 treatment to such an acquisition on that basis? R. Smith concurs that as long as there is no contract...

Agree with the writer's conclusion. This is true only if A & B (or their successors) remain as entities which are subs of Newco. If A & B disappear into Newco in the consolidation, this not applicable...

No - S must prepare a pro forma balance sheet, valuing its stock in A by any acceptable accounting method. The value of B stock being acquired determines the size of transaction. It has no bearing on...