Tiếng anh chuyên ngành kế toán part 36 pot

338 Planning and Forecasting
to the difference between the sale price and Plant Supply’s basis in the build-
ing. If Morris purchased the molding company by merging or purchasing its
assets for cash, then the capital gain to be taxed here may be minimal because
it would consist only of the growth in value since this purchase plus any
amount depreciated after the acquisition. If, however, Morris acquired the
molding company through a purchase of stock, his basis would be the old com-
pany’s preacquisition basis, and the capital gain may be considerable. Either
way, it would surely be desirable to avoid taxation on this capital gain.
The Code affords Morris the opportunity to avoid this taxation if, instead
of selling his old facility and buying a new one, he can arrange a trade of the old
for the new so that no cash falls into his hands. Under Section 1031 of the
Code, if properties of “like kind” used in a trade or business are exchanged, no
taxable event has occurred. The gain on the disposition of the older facility is
merely deferred until the eventual disposition of the newer facility. This defer-
ral is accomplished by calculating the basis in the newer facility, starting with
its fair market value on the date of acquisition, and subtracting from that
amount the gain not recognized on the sale of the older facility. That process
builds the unrecognized gain into the basis of the newer building so that it will
be recognized (along with any future gain) upon its later sale. There has been
considerable confusion and debate over what constitutes like-kind property
outside of real estate, but there is no doubt that a trade of real estate used in
business for other real estate to be used in business will qualify under Section
1031.
Although undoubtedly attracted by this possibility, Morris would quickly
point out that such an exchange would be extremely rare since it is highly un-
likely that he would be able to find a new facility which is worth exactly the
same amount as his old facility, and thus any such exchange would have to in-
volve a payment of cash as well as an exchange of buildings. Fortunately, how-
ever, Section 1031 recognizes that reality by providing that the exchange is still
nontaxable to Morris so long as he does not receive any non-like-kind property

(i.e., cash). Such non-like-kind property received is known as boot, and would
include, besides cash, any liability of Morris’s (such as his mortgage debt) as-
sumed by the exchange partner. The facility he is purchasing is more expensive
than the one he is selling, so Morris would have to add some cash, not receive
it. Thus, the transaction does not involve the receipt of boot and still qualifies
for tax deferral. Moreover, even if Morris did receive boot in the transaction,
he would recognize gain only to the extent of the boot received, so he might
still be in a position to defer a portion of the gain involved. Of course, if he re-
ceived more boot than the gain in the transaction, he would recognize only the
amount of the gain, not the full amount of the boot.
But Morris has an even more compelling, practical objection to this plan.
How often will the person who wants to purchase your facility own the exact fa-
cility you wish to purchase? Not very often, he would surmise. In fact, the pro-
posed buyer of his old facility is totally unrelated to the current owner of the
facility Morris wishes to buy. How then can one structure this as an exchange of
Taxes and Business Decisions 339
the two parcels of real estate? It would seem that a taxable sale of the one fol-
lowed by a purchase of the other will be necessary in almost every case.
Practitioners have, however, devised a technique to overcome this prob-
lem, known as the three-corner exchange. In a nutshell, the transaction is
structured by having the proposed buyer of Morris’s old facility use his pur-
chase money (plus some additional money contributed by Morris) to acquire
the facility Morris wants to buy, instead of giving that money to Morris. Having
thus acquired the new facility, he then trades it to Morris for Morris’s old facil-
ity. When the dust settles, everyone is in the same position he would have oc-
cupied in the absence of an exchange. The former owner of the new facility
has his cash; the proposed buyer of Morris’s old facility now owns that facility
and has spent only the amount he proposed to spend; and Morris has traded the
old facility plus some cash for the new one. The only party adversely affected is
the IRS, which now must wait to tax the gain in Morris’s old facility until he

sells the new one.
This technique appears so attractive that when practitioners first began
to use it, they attempted to employ the technique even when the seller of the
old facility had not yet found a new facility to buy. They merely had the buyer
of the old facility place the purchase price in escrow and promise to use it to
buy a new facility for the old owner as soon as she picked one out. Congress has
since limited the use of these so-called delayed like-kind exchanges by requir-
ing the seller of the old facility to identify the new facility to be purchased
within 45 days of the transfer of the old one and by further requiring that the
exchange be completed within six months of the first transfer.
DIVIDENDS
Some time after Morris engineered the acquisition of the molding facility, the
hiring of Brad to run it, and the consolidation of his company’s operations
through the like-kind exchange, Plant Supply was running smoothly and prof-
itably enough for Morris’s thoughts to turn to retirement. Morris intended to
have a comfortable retirement funded by the fruits of his lifelong efforts on
behalf of the company, so it was not unreasonable for him to consider funding
his retirement through dividends on what would still be his considerable hold-
ings of the company’s stock. Although Brad already held some stock and Morris
expected that Lisa and Victor would hold some at that time, he still expected to
have a majority position and thus sufficient control of the board of directors to
ensure such distributions.
Morris also knew enough about tax law, however, to understand that such
distributions would cause considerable havoc from a tax viewpoint. We have al-
ready discussed how characterizing such distributions as salary or bonus would
avoid double taxation, but with Morris no longer working for the company such
characterization would be unreasonable. These payments would be deemed
dividends on his stock. They would be nondeductible to the corporation (if it
340 Planning and Forecasting
were not a subchapter S corporation at the time) and would be fully taxable to

him. But Morris had another idea. He would embark on a strategy of turning in
small amounts of his stock on a regular basis in exchange for the stock’s value.
Although not a perfect solution, the distributions to him would no longer be
dividends but payments in redemption of stock. Thus, they would be taxable
only to the extent they exceeded his basis in the stock and, even then, only at
long-term capital gain rates (not as ordinary income). Best of all, if such re-
demptions were small enough, he would retain his control over the company for
as long as he retained over 50% of its outstanding stock.
However, the benefits of this type of plan have attracted the attention of
Congress and the IRS over the years. If an individual can draw monies out of a
corporation, without affecting the control he asserts through the ownership of
his stock, is he really redeeming his stock or simply engaging in a disguised div-
idend? Congress has answered this question with a series of Code sections pur-
porting to define a redemption.
Substantially Disproportionate Distributions
Most relevant to Morris is Section 302(b)(2), which provides that a distribution
in respect of stock is a redemption (and thus taxable as a capital gain after sub-
traction of basis), only if it is substantially disproportionate. This is further de-
fined by requiring that the stockholder hold, after the distribution, less than
half of the total combined voting power of all classes of stock and less than
80% of the percentage of the company’s total stock that he owned prior to the
distribution.
Thus, if Morris intended to redeem 5 shares of the company’s stock at a
time when he owned 85 of the company’s outstanding 100 shares, he would be
required to report the entire distribution as a dividend. His percentage of
ownership would still be 50% or more (80 of 95, or 84%), which in itself dooms
the transaction. In addition, his percentage of ownership will still be 80% or
more than his percentage before the distribution (dropping only from 85% to
84%—99% of his percentage prior to the distribution).
To qualify, Morris would have to redeem 71 shares, since only that

amount would drop his control percentage below 50% (14 of 29, or 48%). And
since his percentage of control would have dropped from 85% to 48%, he
would retain only 56% of the percentage he previously had (less than 80%).
Yet, even such a draconian sell-off as thus described would not be suffi-
cient for the Code. Congress has taken the position that the stock ownership of
persons other than oneself must be taken into account in determining one’s
control of a corporation. Under these so-called attribution rules, a stockholder
is deemed to control stock owned not only by himself but also by his spouse,
children, grandchildren, and parents. Furthermore, stock owned by partner-
ships, estates, trusts, and corporations affiliated with the stockholder may also
be attributed to him. Thus, assuming that Lisa and Victor owned 10 of the re-
maining 15 shares of stock (with Brad owning the rest), Morris begins with
Taxes and Business Decisions 341
95% of the control and can qualify for a stock redemption only by selling all his
shares to the corporation.
Complete Termination of Interest
Carried to its logical conclusion, even a complete redemption would not qual-
ify for favorable tax treatment, since Lisa and Victor’s stock would still be at-
tributed to Morris, leaving him in control of 67% of the corporation’s stock.
Fortunately, however, Code Section 302(b)(3) provides for a distribution to be
treated as a redemption if the stockholder’s interest in the corporation is com-
pletely terminated. The attribution rules still apply under this section, but they
may be waived if the stockholder files a written agreement with the IRS re-
questing such a waiver. In such an agreement, Morris would be required to di-
vest himself of any relationship with the corporation other than as a creditor
and agree not to acquire any interest in the corporation for a period of 10 years.
In addition to the two safe harbors described in Sections 302(b)(2) and
(3), the Code, in Section 302(b)(1), grants redemption treatment to distribu-
tions which are “not essentially equivalent to a dividend.” Unlike the previous
two sections, however, the Code does not spell out a mechanical test for this

concept, leaving it to the facts and circumstances of the case. Given the obvi-
ous purpose of this transaction to transfer corporate assets to a stockholder on
favorable terms, it is unlikely that the IRS under this section would recognize
any explanation other than that of a dividend.
Thus, Morris’s plan to turn in his stock and receive a tax-favored distribu-
tion for his retirement will not work out as planned unless he allows the re-
demption of all his stock; resigns as a director, officer, employee, consultant,
and so forth; and agrees to stay away for a period of 10 years. He may, however,
accept a promissory note for all or part of the redemption proceeds and
thereby become a creditor of the corporation. Worse yet, if Lisa obtained her
shares from Morris within the 10 years preceding his retirement, even this
plan will not work unless the IRS can be persuaded that her acquisition of the
shares was for reasons other than tax avoidance. It may be advisable to ensure
that she acquires her shares from the corporation rather than from Morris, al-
though one can expect, given the extent of Morris’s control over the corpora-
tion, that the IRS would fail to appreciate the difference.
Employee Stock Ownership Plans
Although Morris should be relatively happy with the knowledge that he may be
able to arrange a complete redemption of his stock to fund his retirement and
avoid being taxed as if he had received a dividend, he may still believe that the
tax and economic effects of such a redemption are not ideal. Following such a
plan to its logical conclusion, the corporation would borrow the money to pay
for Morris’s stock. Its repayments would be deductible only to the extent of the
interest. At the same time, Morris would be paying a substantial capital gain
342 Planning and Forecasting
tax to the government. Before settling for this result, Morris might well wish
to explore ways to increase the corporation’s deduction and decrease his own
tax liability.
Such a result can be achieved through the use of an employee stock own-
ership plan (ESOP), a form of qualified deferred compensation plan as dis-

cussed earlier in the context of Brad’s compensation package. Such a plan
consists of a trust to which the corporation makes deductible contributions of
either shares of its own stock or cash to be used to purchase such stock. Con-
tributions are divided among the accounts of the corporation’s employees (nor-
mally in proportion to their compensation for that year), and distributions are
made to the employees at their retirement or earlier separation from the com-
pany (if the plan so allows). ESOPs have been seen as a relatively noncontro-
versial way for U.S. employees to gain more control over their employers, and
they have been granted a number of tax advantages not available to other qual-
ified plans, such as pension or profit-sharing plans. One advantage is illustrated
by the fact that a corporation can manufacture a deduction out of thin air by is-
suing new stock to a plan (at no cost to the corporation) and deducting the fair
market value of the shares.
A number of attractive tax benefits would flow from Morris’s willingness
to sell his shares to an ESOP established by his corporation rather than to the
corporation itself. Yet, before he could appreciate those benefits, Morris would
have to be satisfied that some obvious objections would not make such a trans-
action inadvisable.
To begin with, the ESOP would have to borrow the money from a bank in
the same way the corporation would; yet the ESOP has no credit record or as-
sets to pledge as collateral. This is normally overcome, however, by the corpo-
ration’s giving the bank a secured guarantee of the ESOP’s obligation. Thus,
the corporation ends up in the same economic position it would have enjoyed
under a direct redemption.
Morris might also object to the level of control an ESOP might give to
lower-level employees of Plant Supply. After all, his intent is to leave the cor-
poration under the control of Lisa and Brad, but qualified plans must be oper-
ated on a nondiscriminatory basis. This objection can be addressed in a number
of ways. First, the allocation of shares in proportion to compensation, along
with standard vesting and forfeiture provisions, will tilt these allocations to-

ward highly compensated, long-term employees, such as Lisa and Brad. Sec-
ond, the shares are not allocated to the employees’ accounts until they are paid
for. While the bank is still being paid, an amount proportional to the remaining
balance of the loan would be controlled by the plan trustees (chosen by man-
agement). Third, even after shares are allocated to employee accounts, in a
closely held company, employees are allowed to vote those shares only on ques-
tions which require a two-thirds vote of the stockholders, such as a sale or
merger of the corporation. On all other more routine questions (such as elec-
tion of the board) the trustees still vote the shares. Fourth, upon an employee’s
retirement and before distribution of his shares, a closely held corporation
Taxes and Business Decisions 343
must offer to buy back the distributed shares at fair market value. As a practi-
cal matter, most employees will accept such an offer rather than moving into
retirement with illiquid, closely held company stock.
If Morris accepts these arguments and opts for an ESOP buyout, the
following benefits accrue. Rather than being able to deduct only the interest
portion of its payments to the bank, the corporation may now contribute the
full amount of such payment to the plan as a fully deductible contribution to
a qualified plan. The plan then forwards it to the bank as a payment of its
obligation.
Furthermore, the Code allows an individual who sells stock of a corpora-
tion to the corporation’s ESOP to defer paying any tax on the proceeds of such
sale, if the proceeds are rolled over into purchases of securities. No tax is then
paid until the purchased securities are ultimately resold. Thus, if Morris takes
the money received from the ESOP and invests it in the stock market, he pays
no tax until and unless he sells any of these securities, and then only on those
sold. In fact, if Morris purchases such securities and holds them until his death
(assuming he dies prior to 2010), his estate will receive a step-up in basis for
such securities and thus will avoid income tax on the proceeds of his company
stock entirely (see Exhibit 11.7).

ESTATE PLANNING
Should Morris rebel at the thought of retiring from the company, his thoughts
may naturally turn to the tax consequences of his remaining employed by the
company in some capacity until his death. Morris’s lifelong efforts have made
him a rather wealthy man, and he knows that the government will be looking
to reap a rather large harvest from those efforts upon his death. He would no
doubt be rather disheartened to learn that after a $675,000 exemption (which
increases to as much as $3.5 million in 2009), the federal government will re-
ceive 37% to anywhere from 45% to 55% of the excess upon his death, de-
pending upon the year in which he dies. Proper estate planning can double the
amount of that grace amount by using the exemptions of both Morris and his
wife, but the amount above the exemptions appears to be at significant risk. It
should further be noted that the federal estate tax is currently scheduled for re-
peal in 2010, but, under current law, will be reinstated in 2011.
EXHIBIT 11.7 Corporate redemption versus ESOP
purchase.
Corporate Redemption ESOP Purchase
Only interest deductible Principal and interest deductible
Capital gain Gain deferred if proceeds rolled over
344 Planning and Forecasting
Redemptions to Pay Death Taxes and
Administrative Expenses
Since much of the money to fund this estate tax liability would come from re-
demption of company stock, if Morris had not previously cashed it in, Morris
might well fear the combined effect of dividend treatment and estate taxation.
Of course, if Morris’s estate turned in all his stock for redemption at death,
dividend treatment would appear to have been avoided and redemption treat-
ment under Section 302(b)(3) would appear to be available, since this would
amount to a complete termination of his interest in the company and death
would appear to cut off Morris’s relationship with the company rather convinc-

ingly. However, if the effect of Morris’s death on the company or of other cir-
cumstances made a wholesale redemption inadvisable or impossible, Morris’s
estate could be faced with paying both ordinary income and estate tax rates on
the full amount of the proceeds.
Fortunately for those faced with this problem, Code Section 303 allows
capital gain treatment for a stock redemption if the proceeds of the redemp-
tion do not exceed the amount necessary to pay the estate’s taxes and those fur-
ther expenses allowable as administrative expenses on the estate’s tax return.
To qualify for this treatment, the company’s stock must equal or exceed 35% of
the value of the estate’s total assets. Since Morris’s holdings of company stock
will most likely exceed 35% of his total assets, if his estate finds itself in this
uncomfortable position, it will at least be able to account for this distribution
as a stock redemption instead of a dividend. This is much more important than
it may first appear and much more important than it would have been were
Morris still alive. The effect, of course, is to allow payment at long-term capi-
tal gain rates (rather than ordinary income tax rates) for only the amount re-
ceived in excess of the taxpayer’s basis in the stock (rather than the entire
amount of the distribution). Given that the death of the taxpayer prior to 2010
increases his basis to the value at date of death, the effect of Section 303 is to
eliminate all but that amount of gain occurring after death, thus eliminating
virtually all income tax on the distribution. This step-up of basis will be signif-
icantly less generous for taxpayer’s dying after 2009.
Of course, assuring sufficient liquidity to pay taxes due upon death is one
thing; controlling the amount of tax actually due is another. Valuation of a ma-
jority interest in a closely held corporation is far from an exact science, and the
last thing an entrepreneur wishes is to have his or her spouse and other heirs
engage in a valuation controversy with the IRS after his or her death. As a re-
sult, a number of techniques have evolved over the years which may have the
effect of lowering the value of the stock to be included in the estate or, at least,
making such value more certain for planning purposes.

Family Limited Partnerships
One such technique that has recently gained in popularity is the so-called fam-
ily limited partnership. This strategy allows an individual to decrease the size
Taxes and Business Decisions 345
of his taxable estate through gifts to his intended beneficiaries both faster and
at less tax cost than would otherwise be possible, while at the same time re-
taining effective control over the assets given away. Were Morris interested in
implementing this strategy, he would form a limited partnership, designating
himself as the general partner and retaining all but a minimal amount of the
limited partnership interests for himself. He would then transfer to the part-
nership a significant portion of his assets, such as stock in the company, real es-
tate, or marketable securities. Even though he would have transferred these
interests out of his name, he would be assured of continued control over these
assets in his role as general partner. The general partner of a limited partner-
ship exercises all management functions; limited partners sacrifice all control
in exchange for limited liability.
Morris would then embark on a course of gifting portions of the limited
partnership interests to Lisa, Victor, and perhaps even Brad. You will remem-
ber that in each calendar year, Morris and his wife can combine to give no
more than $20,000 to each beneficiary before eating into their lifetime gift tax
exemption. The advantage of the family limited partnership, besides retaining
control over the assets given away, is that the amounts which may be given
each year are effectively increased. For example, were Morris and his wife to
give $20,000 of marketable securities to Lisa in any given year, that would use
up their entire annual gift tax exclusion. However, were they instead to give
Lisa a portion of the limited partnership interest to which those marketable se-
curities had been contributed, it can be argued that the gift should be valued
at a much lower amount. After all, while there was a ready market for the secu-
rities, there is no market for the limited partnership interests; and while Lisa
would have had control over the securities if they had been given to her, she

has no control of them through her limited partnership interest. These dis-
counts for lack of marketability and control can be substantial, freeing up more
room under the annual exclusion for further gifting. In proper circumstances,
one might use this technique when owning a rapidly appreciating asset (such as
a pre-IPO stock) to give away more than $20,000 in a year, using up all or part
of the lifetime exclusion, to remove the asset from your estate at a discount
from its present value, rather than having to pay estate tax in the future on a
highly inflated value.
Of course, the IRS has challenged these arrangements when there was
no apparent business purpose other than tax savings or when the transfer oc-
curred just before the death of the transferor. And you can expect the IRS to
challenge an overly aggressive valuation discount. But if Morris is careful in his
valuations, he might find this arrangement attractive, asserting the business
purpose of centralizing management while facilitating the grant of equity in-
centives to his executive employees.
Buy-Sell Agreements
Short of establishing a family limited partnership, Morris might be interested
in a more traditional arrangement requiring the corporation or its stockholders
346 Planning and Forecasting
to purchase whatever stock he may still hold at his death. Such an arrangement
can be helpful with regard to both of Morris’s estate-planning goals: setting a
value for his stock that would not be challenged by the IRS and assuring suffi-
cient liquidity to pay whatever estate taxes may ultimately be owed.
There are two basic variations of these agreements. Under the most com-
mon, Morris would agree with the corporation that it would redeem his shares
upon his death for a price derived from an agreed formula. The second varia-
tion would require one or more of the other stockholders of the corporation
(e.g., Lisa) to make such a purchase. In both cases, in order for the IRS to re-
spect the valuation placed upon the shares, Morris will need to agree that he
will not dispose of the shares during his lifetime without first offering them to

the other party to his agreement at the formula price. Under such an arrange-
ment, the shares will never be worth more to Morris than the formula price, so
it can be argued that whatever higher price the IRS may calculate is irrelevant
to him and his estate.
This argument led some stockholders in the past to agree to formulas that
artificially depressed the value of their shares when the parties succeeding to
power in the corporation were also the main beneficiaries of the stockholders’
estates. Since any value forgone would end up in the hands of the intended ben-
eficiary anyway, only the tax collector would be hurt. Although the IRS long
challenged this practice, this strategy has been put to a formal end by legisla-
tion requiring that the formula used result in a close approximation to fair mar-
ket value.
Which of the two variations of the buy-sell agreement should Morris
choose? If we assume for the moment that Morris owns 80 of the 100 out-
standing shares and Lisa and Brad each own 10, a corporate redemption agree-
ment leaves Lisa and Brad each owning half of the 20 outstanding shares
remaining. If, however, Morris chooses a cross-purchase agreement with Lisa
and Brad, each would purchase 40 of his shares upon his death, leaving them as
owners of 50 shares each. Both agreements leave the corporation owned by
Lisa and Brad in equal shares, so there does not appear to be any difference be-
tween them.
Once again, however, significant differences lie slightly below the sur-
face. To begin with, many such agreements are funded by the purchase of a life
insurance policy on the life of the stockholder involved. If the corporation
were to purchase this policy, the premiums would be nondeductible, resulting
in additional taxable profit for the corporation. In a subchapter S corporation,
such profit would pass through to the stockholders in proportion to their shares
of stock in the corporation. In a C corporation, the additional profit would
result in additional corporate tax. If, instead, Lisa and Brad bought policies
covering their halves of the obligation to Morris’s estate, they would be paying

the premiums with after-tax dollars. Thus, a redemption agreement will cause
Morris to share in the cost of the arrangement, whereas a cross-purchase
agreement puts the entire onus on Lisa and Brad. This burden can, of course,
be rationalized by arguing that they will ultimately reap the benefit of the
Taxes and Business Decisions 347
arrangement by succeeding to the ownership of the corporation. Or, their com-
pensation could be adjusted to cover the additional cost.
If the corporation is not an S corporation, however, there is an additional
consideration that must not be overlooked. Upon Morris’s death, the receipt of
the insurance proceeds by the beneficiary of the life insurance will be ex-
cluded from taxable income. However, a C corporation (other than certain
small businesses) is also subject to the alternative minimum tax. Simply de-
scribed, that tax guards against individuals and profitable corporations paying
little or no tax by “overuse” of certain deductions and tax credits otherwise
available. To calculate the tax, the taxpayer adds to its otherwise taxable in-
come, certain “tax preferences” and then subtracts from that amount an ex-
emption amount ($40,000 for most corporations). The result is taxed at 20% for
corporations (26% and 28% for individuals). If that tax amount exceeds the in-
come tax otherwise payable, the higher amount is paid. The result of this is ad-
ditional tax for those taxpayers with substantial tax preferences.
Among those tax preferences for C corporations is a concept known as ad-
justed current earnings. This concept adds as a tax preference, three-quarters
of the difference between the corporation’s earnings for financial reporting
purposes and the earnings otherwise reportable for tax purposes. A major
source of such a difference would be the receipt of nontaxable income. And the
receipt of life insurance proceeds is just such an event. Therefore, the receipt
of a life insurance payout of sufficient size would ultimately be taxed, at least
in part, to a C corporation, whereas it would be completely tax free to an S cor-
poration or the remaining stockholders.
An additional factor pointing to the stockholder cross-purchase agree-

ment rather than a corporate redemption is the effect this choice would have
on the taxability of a later sale of the corporation after Morris’s death. If the
corporation were to redeem Morris’s stock, Lisa and Brad would each own one-
half of the corporation through their ownership of 10 shares each. If they then
sold the company, they would be subject to tax on capital gain measured by the
difference between the proceeds of the sale and their original basis in their
shares. However, if Lisa and Brad purchased Morris’s stock at his death, they
would each own one-half of the corporation through their ownership of 50
shares each. Upon a later sale of the company, their capital gain would be mea-
sured by the difference between the sale proceeds and their original basis in
their shares plus the amount paid for Morris’s shares. Every dollar paid to Mor-
ris lowers the taxable income received upon later sale. In a redemption agree-
ment, these dollars are lost (see Exhibit 11.8).
SPIN-OFFS AND SPLIT-UPS
Morris’s pleasant reverie caused by thoughts of well-funded retirement
strategies and clever estate plans was brought to a sudden halt a mere two
years after the acquisition of the molding operation, when it became clear