This memorandum analyzes a proposed B type reorganization between Round Table and Avalon set to close on December 31, 2016. In January 2016, the CEO of Round Table used a cash bonus to purchase 50 shares of Avalon stock from an unrelated party. The memorandum seeks to determine if this separate transaction could jeopardize the tax-free status of the overall reorganization. It outlines the key details of the proposed reorganization and separate stock purchase to frame the legal and tax analysis.