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1. Give 3 examples of how S-corporations and partnerships differ from a tax standpoint. 2. The Regs under 1.701-2 state that implicit in the intent of Subchapter K are three requirements. What are they? Answer: 3. Sam owns 50 percent of Norm’s Place, a general partnership, and Woody and Cliff each own 25 percent respectively. Sam wishes to dispose of his interest. Cliff is willing to purchase Sam’s interest. The partnership has favorable tax elections (e.g., depreciation methods) and wants to know if the transaction can be structured without causing a termination of the partnership under §708(b)(1)(B). What would you recommend?

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