NO.PZ202109080300000101
问题如下：
The risk mitigation strategy that would most likely allow Payne to achieve her primary objective with respect to the Solar Falls Power ownership position is to:
选项：
A.have Solar Falls Power conduct a leveraged recapitalization.
B.obtain a personal line of credit secured by Solar Falls Power shares.
C.establish a charitable remainder trust using Solar Falls Power shares.
解释：
B is correct. Payne can obtain a personal loan secured by her private company shares in Solar Falls Power to meet her primary objective of mitigating the concentration risk of both ownership positions without triggering a taxable event while maintaining sole ownership. One of the key benefits is that this type of borrowing should not cause an immediate taxable event. Although at some point the debt will need to be repaid, Payne would have access to cash to diversify her concentration risk while maintaining sole ownership of the company.
A is incorrect because a leveraged recapitalization would not meet Payne’s primary objective, since it would both trigger a taxable event and result in Payne not maintaining sole ownership of the company. In a typical leveraged recapitalization, a private equity firm provides or arranges debt with senior and mezzanine lenders. The owner of the privately owned business receives cash for a portion of her shares and retains a minority interest in the freshly capitalized entity. The owner is typically taxed currently on the cash received. If structured properly, a tax deferral is achieved on the stock rolled over into the newly capitalized company.
C is incorrect because establishing a charitable remainder trust using Solar Falls Power shares would involve Payne donating her shares to a trust and receiving a tax deduction for the gift. However, this would result in Payne relinquishing sole ownership of Solar Falls Power, which would violate her primary objective to maintain sole ownership.
答案说A不对因为leveraged recapitalization既不能保留控制权也trigger了tax event - 可是强化讲义第37页的总结表格上说leveraged recapitalization是Yes to not triggering tax event。请问是讲义有误吗？
