Scamander Corporation

Scamander Corporation is the parent of Credence Corporation and owns 100% of Credence. Scamander is interested in acquiring either the assets or the stock of Lestrange Corporation. Lestrange Corporation holds a valuable license to produce QPS equipment that Scamander is interested in obtaining. Lestrange Corporation has assets with FMV of $4,000,000 but with an adjusted basis of $1,000,000. Lestrange has liabilities of $600,000 and AE&P of $3,000.000. The majority of Lestrange shareholders are in favor of a takeover by Scamander but insist that it be tax-free. However, a few shareholders owning, in total, 15% of the Lestrange stock, are opposed to the takeover. They are willing to claim a dissenter’s right to be paid the value of their stock in cash. Some of the Scamander shareholders are concerned about assuming the liabilities of Lestrange. a)