Under the new temporary regulations, the components of the MADSP and AGUB generally are consistent with the prior regulations.
Under the prior regulations, a link existed between the MADSP and AGUB, both in their computation and timing.
Allocation of MADSP: Once MADSP is determined, it must be allocated among the assets of Old Target as provided in Temp.
Once MADSP has been allocated to the individual assets, they are deemed to be sold at that value.
Generally, New Target's basis will be allocated to the individual assets in a manner consistent with that previously described for the allocation of MADSP.
While pointed more at the concept of continuing joint and several liability than at the determination of MADSP and AGUB, this regulation supports the conclusion previously stated concerning the inclusion of assumed tax liabilities in MADSP.
Accordingly, Old T's $3,000 of liabilities assumed by P are added to the sales price to arrive at a MADSP of $53,000, and Old T's adjusted asset basis of $20,000 is deducted, resulting in a total Sec.
338(h)(10) election, Old T is deemed to sell its assets for the MADSP. Before consideration of the built-in gains tax, MADSP and the gain on the deemed asset sale are tentatively determined as follows: Basis of New T stock $ 50,000 New T's liabilities 3,000 Other relevant items 0 Tentative MADSP 53,000 Less: Adjusted basis of assets (20,000) Tentative gain on sale $ 33,000