Disposable Personal Goodwill, Frosty the Snowman, and \u3ci\u3eMartin Ice Cream\u3c/i\u3e All Melt Away in the Bright Sunlight of Analysis

The current rage in dispositional tax planning for closely-held C corporations is to bifurcate the sale transaction into two components comprising: (a) a sale by (i) the target C corporation’s shareholders of their target C corporation stock or (ii) the target C corporation of its assets; and (b) a sale by some or all of the target C corporation’s shareholders of “personal goodwill” associated with the business conducted by the target C corporation. The documented purchase price paid for the first component of the transaction (either the stock of the C corporation or the assets of the C corporation) is based on a fair market value determination that excludes consideration of the personal goodwill component of the transaction. If successful, this tax planning technique allows the selling shareholders to report only shareholderlevel capital gain on the personal goodwill component of the transaction and allows the buyer to claim that this portion of the purchase price is allocable to an acquired intangible, i.e., goodwill, that is amortizable over fifteen years under § 197. More specifically, from the selling shareholders’ perspective, if the first component of the transaction involves a sale of the target C corporation’s assets, the portion of the purchase price attributable to the personal goodwill component of the transaction does not bear the burden of a corporate level of taxation. From the buyer’s perspective, if the first component of the transaction involves a purchase of the target C corporation’s stock, the portion of the purchase price attributable to the personal goodwill component of the transaction is not capitalized into the stock. This planning is premised on the position that certain goodwill associated with the target C corporation’s business can be, and is in fact, owned for tax purposes, by one or more shareholders. If all goodwill associated with the target C corporation’s business activities were in fact owned for tax purposes by the target C corporation, then the personal goodwill component of the transaction is properly viewed as a sale by the target C corporation of such goodwill creating a corporatelevel gain, followed by a distribution from the target C corporation to the shareholders, which in turn creates a shareholder-level gain. If, however, the personal goodwill can be, and in fact is, owned by the selling shareholders and can be, and in fact is, sold by the selling shareholders to the buyer for tax purposes, then its disposition is not subject to corporate-level taxation. Although this planning has garnered much attention recently and could provide significant tax benefits if effective, we believe it deserves further scrutiny before being accepted as an appropriate component of dispositional tax planning for closely-held businesses. This planning technique also highlights the continuing horizontal equity problems associated with the current tax law’s treatment of closely-held businesses. In Part II of this article, we discuss the place that this tax planning technique occupies within a historical context. In Part III, we set forth a substantive discussion of the issues raised by the technique. In Part IV, we discuss the tax policy implications that are raised by the existing application of the corporate income tax regime. Finally, in Part V, we discuss some final thoughts about the implications of the analysis contained in this paper

Transition between nucleate and film boiling in rapid transient heating

This article presents an experimental study of rapid transient boiling regimes of distilled water at saturation on a thin tungsten wire of 50 lm diameter. The heating rate varied from 0.5 to 5 10^5 K/s. Heat supply was obtained by periodic pulses of constant voltage with a period large enough to avoid response overlap. Rapid video recording (14,000 fps) was associated with electrical measurements. Two transient phenomena were studied: pulse heating and thermal relaxation. During pulse heating, it was observed that, depending on heating rate, three kinds of behavior exist: (i) only nucleate boiling appears for small heating rates (10^5 K/s), (ii) transition from nucleate boiling to film boiling by bubble coalescence at intermediate heating rates (2.10^5 K/s), and (iii), at higher heating rates, transition to film boiling by vapor wave propagation (speed 20 m/s). This last mechanism is interpreted as homogeneous nucleation process and is qualitatively similar to an autowave process. In the relaxation stage, it is observed that film collapse is characterized by two mechanisms: film break up into nucleate boiling regime or continuous vapor receding. This second mechanism is compared to a conduction model of a temperature traveling wave in the wire. The time variation of the vapor film length predicted by the model is in the range of the experimental data

Sensitivity analysis of a hierarchical qualitative model – the analysis of MASC

AbstractSensitivity Analysis (SA) is applied to a hierarchical qualitative model built to assess the sustainability of cropping systems. Three approaches were tested to perform a first-order SA on such a model, assuming a fixed model structure and no correlation among input variables: (i) factorial designs combined with analysis of variance (ANOVA), (ii) conditional probabilities, (iii) Monte Carlo sampling (MC). If the complete factorial design is too large to be computed, MC and conditional probabilities represent efficient alternatives to perform an analysis of the overall qualitative model. Conditional probabilities exploit the hierarchical structure of the model to give exact first-order indices, while MC could be a more flexible approach for the introduction of correlations among variables. We discuss how such SA results can guide modellers and end-users in modelling and application phases

The Analysis of Matched Layers

A systematic analysis of matched layers is undertaken with special attention to better understand the remarkable method of B\'erenger. We prove that the B\'erenger and closely related layers define well posed transmission problems in great generality. When the B\'erenger method or one of its close relatives is well posed, perfect matching is proved. The proofs use the energy method, Fourier-Laplace transform, and real coordinate changes for Laplace transformed equations. It is proved that the loss of derivatives associated with the B\'erenger method does not occur for elliptic generators. More generally, an essentially necessary and sufficient condition for loss of derivatives in B\'erenger's method is proved. The sufficiency relies on the energy method with pseudodifferential multiplier. Amplifying and nonamplifying layers are identified by a geometric optics computation. Among the various flavors of B\'erenger's algorithm for Maxwell's equations our favorite choice leads to a strongly well posed augmented system and is both perfect and nonamplifying in great generality. We construct by an extrapolation argument an alternative matched layer method which preserves the strong hyperbolicity of the original problem and though not perfectly matched has leading reflection coefficient equal to zero at all angles of incidence

MDE in Practice for Computational Science

International audienceThe complex problems that computational science addresses are more and more benefiting from the progress of computing facilities (simulators, librairies, accessible languages,. . .). Nevertheless , the actual solutions call for several improvements. Among those, we address in this paper the needs for leveraging on knowledge and expertise by focusing on Domain-Specific Mod-eling Languages application. In this vision paper we illustrate, through concrete experiments, how the last DSML research help getting closer the problem and implementation spaces

Thermo-magnetic behaviour of AFM–MFM cantilevers

Atomic force microscopy (AFM) experiments were performed to study the behaviour of AFM cantilevers under an external magnetic field B and temperature field produced by a coil with an iron core. Four cantilever types were studied. Forces were measured for different B values and at various coil-to-cantilever separation distances. The results were analysed on the basis of a phenomenological model. This model contains the contribution of two terms, one monopole-monopole interaction at short distance, and one apparent paramagnetic interaction in del B-2 at large distance, which represents the temperature effects. We observe a good agreement between the model and the experimental data

Experimental study of bubble detection in liquid metal.

Bubble detection in liquid metal is an important issue for various technological applications. For instance, in the framework of Sodium Fast Reactors design, the presence of gas in the sodium flow of the primary and secondary loops is an issue of crucial importance for safety and reliability. Here, the two main gas measurement methods in sodium are ultrasonic testing and eddy-current testing; we investigate the second method in our study. In a first approach, we have performed experiments with liquid metal galinstan containing insulating spherical beads of millimeter size. The liquid metal is probed with an Eddy-current Flowmeter (ECFM) in order to detect the beads and characterize their diameter and position. Results show that the signal measured by the ECFM is correlated with the effect of these parameters. Finally, an analytical model is proposed and compared to the experimental results