|dc.description.abstract||This article examines the taxation of human shareholders in the
case of mergers and acquisitions. Currently, the relevant law is
extraordinarily complex, utterly inconsistent, and in many instances
arguably unfair. There are really only two plausible ways to cure these
ills. The first would involve moving to a tax system with more fulsome
gain recognition, most likely in the form of mark-to-market taxation.
This option is not in my opinion feasible (either technically or what is
perhaps more important, politically). Accordingly, the second potential
cure, moving to a tax system with less gain recognition, merits attention.
In this article, I propose such a tax system. In particular, under my
proposal, a human shareholder whose stock is sold or exchanged
pursuant to a merger or acquisition would be entitled to nonrecognition
treatment so long as either (1) he receives stock in the acquiring
corporation or (2) he involuntarily receives consideration other than
stock in the acquiring corporation but promptly and appropriately
reinvests such consideration||en_US