Soul Searching (ORC Dominion of Echidna, Hex Q-56)

[Janick Beauchamp]

It also seemed that the static was sending a message of its own, and not simply interfering with sensors and comms. And, somehow, a handful of orbs of light, each of which representing some of the wingmen that were killed in combat operations she flew with, appeared in front of her. Of those people whose callsigns she knew, and their faces, too, but their names she didn't because she spent so little time with them outside of flying: Nanami, Muntz, killed on Utapau against the Mandos, to name those whose faces actually showed up on the orbs, as well as a few others killed on Dagobah she never had a reason to actually know about their names even though they were hangar personnel onboard the Compellor. Others around her, such as [member="Dax Fyre"], [member="Kaia Starchaser"], [member="Zak Amroth"] seemed to have similar experiences of orbs containing the faces of dead people they met in person during their lifetimes even though, unlike them, Janick was not onboard the Seeker. And she also had different conversations with the dead compared to Griet: the latter would have conversations of a financial nature instead, rather than of a military nature.

"It is long overdue but your deaths were not in vain, not immediately after death at least" she told the ghosts of Muntz and Nanami, before turning to the next set of ghosts. "As for you, your deaths bought the Alliance perhaps a few days or so"

 

[Griet van Vliet]

"My brother's unprofitable business was bought for a hundred grand while it had accumulated insolvency of a million, and he said that he couldn't have had a better deal, even if he filed for bankruptcy"

"Did the buyer operate in the same industry as your brother's business? If not, it may not even be possible for the buyer to use the ABILs, and that's precisely one of the big issues in Talz tax evasion. Off-world businesses buy Talz businesses not only to enter the Talz market, but also a new industry, just to access their ABILs, with the parent leeching off the subsidiary's ABILs since most planets tended to allow such things"

ABILs, or accumulated business income losses, are defined in Talz tax law as the excess of cumulative business losses over cumulative profits, within the past 20 years. In short, what happens to the past twenty years' retained earnings when they go below zero for tax purposes. In addition, when a company returns to profitability, it must take out the oldest extant ABILs first against the taxable income. They can also be used against revenues arising from the same activities only. Plus there is no such thing as reporting the present value of a deferred tax asset arising from the purchase of a subsidiary: under IFRS discounting of deferred tax items on a balance sheet is not permitted. Furthermore, leeching off the ABILs is an upstream transaction if the buyer doesn't buy 100% of such a subsidiary, in which case the NCIs would be getting a pro-rated benefit under the form of a lowered income tax expense. The journal entry would thus go the following: Dr. Income tax expense X, Cr. Deferred tax asset X. While the Talz ghost made it sound as if his brother's business is a wholly owned subsidiary, here assume the net assets' fair value, DTAs included, was, in fact, 100,000. If the business was a wholly owned subsidiary, then the buyer would not record any goodwill, nor a bargain purchase, but if they instead purchased 80% for 100,000, they would then record goodwill of 20,000 under the partial goodwill method, but under the full goodwill method, the fair value is 125,000, and the goodwill of 25,000 would then be recorded. So the NCIs would then be entitled to 20% of the deferred tax benefits accrued after the acquisition in that situation.

 

[Kaia Starchaser]

As she picked up her lightsaber, she grabbed one of the old Levantine Sanctum low-powered ion weapons. She knew it could cause a stun and probably wouldn’t kill anyone it hit, unless it was a droid. So she’d have to be careful, but it gave her that extra level of protection before her needing to ignite her lightsaber. Stepping to the ring, she nodded. “Drifter, contact Dax and Zak that I’ll be boarding.” She bit her lip and hit the boarding tube as she felt her ship grab the other.

Stepping aboard, she left her monitor on to link in to Drifter and her ship. Pistol at the ready, she was walking down the halls. “Aboard as well, opposite of you, Zak.” She stated as she continued, looking around, reaching out in the Force, feeling the… difference.

What was that? Life? No… it wasn’t life, it was too… restless? She took a deep breath and reached out further, and that was when she heard them, the voices. Shaking her head, she tried to clear them away..

You failed! You call yourself a Jedi, a Warden, but you failed. Many voices, all at once. She knew some of them, people she couldn’t help, others, she didn’t recognize, but she must have passed them before?

[member="Dax Fyre"]
[member="Janick Beauchamp"]
[member="Zak Amroth"]

 

[Zak Amroth]

"Who's there? Show yourself!" Zak struggled to keep the fear out of his voice, twisting around like they did in the holoflicks and sweeping his exotic alien pistol back and forth across the corridor, "I'm...I'm a trained Jedi Master!"

He winced at how his voiced had pitched up in fear, the false title coming out as more of a squeal. It was only now occurring to him that a barely qualified lone padawan with a weapon he barely understood how to fire might be in real danger on this expedition. Catching what he could have sworn was movement out of the corner of his eye, Amroth closed his eyes shut tight and squeezed the trigger. Firing blindly, he felt the hair on his forearms rise to stand on end from the bio disruptor's static discharge. Ionic lightning splashed down the corridor, crackling loudly enough to force his eyes open in surprise so he could marvel at the destructive power he had wreaked on an apparently empty passageway.

"I mean it! I'm not fething around here!"

It sure looks that way to me.

A hand grasped his shoulder, a human hand. Before he realized what was even happening, the disruptor clattered to the deck, released from his hands seemingly of its own accord. The firm grip on him tightened, and Zak was wheeled around bodily to face his unknown assailant. He looked human, or at least humanoid, but instead of physical details the young Jedi only saw a starry void. Twin orbs within an otherwise featureless face locked gazes with him, whirling spiral galaxies trailing stardust. And yet, there was something underneath the sheer terror of the sight, something familiar that he could not quite name.

Zak felt light headed. He either passed out or lost time, because when he came back to he was lying slumped against the bulkhead of the corridor, and where there had once been an indescribable sight before him, now there was only a man in simple dark grey robes. The other was gazing down at him wearing a mixture of concern and mild amusement on his features, features that the young man now thought he might actually recognize.

"...dad?"

Hello, Zak.

[member="Dax Fyre"] | [member="Kaia Starchaser"] | [member="Janick Beauchamp"] | [member="Kir Tillian"]​

 

[Kaia Starchaser]

As Kaia stepped through the ship, she was concerned by the voices. She was a Warden, she protected those who could’t protect themselves. She was the type who would show up, and tow a ship to a shadowport, or other area that was friendly for anyone who was just trying to go their way. Or assist in updating a navicomp and giving someone a few crates of food and water. The simple things.

But other days, there were times where she needed to be a bit more aggressive. And she was nervous doing that. The Jedi used their powers to protect and defend, but there was the threat of falling off the edge. Her father had been a dark side warrior for a number of years, all before she was born, but it was still in her family’s blood line. She didn’t want to run that risk.

And only so much she could do from her freighter.

You can do more… Came the voice. Turning, she reached out to the Force, and started coughing. She wasn’t sure if the ship was clouded with the dark side, but she could feel it surrounding her. Darkening her senses, and crackling.
There was power, but she could feel the price she’d pay. You could protect us…

She heard another voice, deeper, further off, whispering her surname. Trying to cough and push the darkness away, she followed.

 

[Janick Beauchamp]

"Ah, Janick, I remember that conversation we had about motivation back over Asop... if I'm talking to you now, I was killed on Skor; I was reassigned to Therapy Command as the hangar chief of the Third Variable"

"Therapy Command... they pioneered the use of ERA. On the one hand it enhances protection against projectiles, especially of the armor-piercing variety, on the other hand, if a ship lined with it is destroyed, we saw it on Skor, its blast radius can be much larger than normal"

Back then Janick was rather new to that aspect of leadership, and she was posted onboard the Verdict as the commander of its CAG; she learned back then that work conditions and policies were just the beginning, and motivation was actually twofold: there was motivation and there was hygiene. Too many in the Navy focused on the hygiene part, in her mind, but one does not motivate elite units the same as one would non-elite units. And one does not simply have the same thresholds to recognize one's contributions in an elite unit: typically, in an elite unit, one asks for more for one's conduct to be recognized because the missions are more dangerous to perform as well. But that was what made an elite unit's job intrinsically more motivating than a regular's: taking on missions that non-elite units cannot perform. And, even though the ORC is much looser than your typical dark-sided faction, the greater level of operational freedom, of subordinate input in mission planning, in an elite unit is often what drives a veteran to try to get in there.

 

[Griet van Vliet]

"Another thing I feel I don't understand: what happens to the NCIs when the stake of the parent changes?"

"You need to determine the fair value of all identifiable assets and liabilities when that happens, and you transfer the corresponding portion of the net assets to or from the NCI, with goodwill being recognized based on how much you paid for it. If bargain purchases occur, then it goes straight into net income as with any other gain on bargain purchase"

I wonder just how deep Janick went when downloading accounting knowledge from me. She think she can prepare financial statements which, to an external auditor, would yield the same unqualified opinions as was the case when I did the Circle's accounting, Griet thought, while a lingering memory surfaced of Janick treating the possibility being issued a qualified audit opinion as a career-ending failure if it materialized. To say nothing of the issuance of an adverse audit opinion, or a disclaimer. Letters of transmittal for unqualified audit opinions will usually contain the following wording "these financial statements are an accurate and faithful representation of the financial situation of X in all material respects for the year ended Y", a financial clean bill of health, while a qualified audit opinion is about financial misstatements that aren't pervasive, limited perhaps to a minor area. More severe still is an adverse opinion, where there are serious financial misstatements, but based on otherwise complete information, and even more severe is a disclaimer, where incomplete information even prevents a proper audit. Typically, when problems are severe enough for disclaimer status, the financial statements have no reliability whatsoever, and they won't even be released at all most of the time.

 

[Dax Perl]

Dax didn't understand. Why wasn't she here? Hadn't she died in that battle, how many years ago? If not why hadn't she come back? None of it made any sense. None of it. The Rogue stared into the halls of the ghostly ship, brain a mess of uncontrolled thoughts. He didn't know if he should scream or curse or maybe keep searching. Deciding to go with the later, the Rogue started walking again. He didn't know where he was going. He just was. Heavy boots echoed through the hall, almost in time with the flickering lights of the souls. Still nothing. No voice came to him. No ethereal apparition. Just silence. And soon even the lights disappeared. Had she really left him?

 

[Griet van Vliet]

"There are more anti-avoidance rules that the Talz put in place when a company acquires control of another. Simply put, to the Talz, tax evasion is a much bigger deal to them than to most other races"

"What do you mean?" the Talz asked, surprised at the administrative burden of Talz taxation.

"As much as the parent leeching off a subsidiary's ABILs is an issue for people buying unprofitable businesses in Talz-land, your brother incurred capital losses that the new owner is forced to write down against the ACB of the property despite the subsidiary being unable to use the capital loss because they accrued no capital gains in the past three years"

Not only there are unrecognized losses at year end, but any net capital losses remaining at the deemed year-end are lost forever after all the carry-backs are already accounted for. But, if they had 1 million in ABILs to begin with, prior to any write-downs at the deemed year-end, and no realization of capital gains in the past three years, then there is no room in using the resulting capital loss. According to the files of the business in question, they held land with an adjusted cost base of 293,000 and a FMV of 215,000, so they lost out on 78,000/2 = 39,000 net capital losses, since pre-acquisition losses from a subsidiary cannot be carried forward after the acquisition of control, while the only CCA class where there would be a need to write down at the deemed year-end is Class 8, capital cost of 416,000, UCC of 276,000 (on which no CCA was taken during the pre-acquisition years in which the subsidiary was unprofitable) and a FMV of 184,000. So the total ABIL balance is thus 1,092,000 and the parent's addition to the Class 8 UCC is therefore 184,000, subject to the half-year rule. And the parent made no "deemed disposition/re-acquisition" election on the remaining property...

 

[Zak Amroth]

You probably have a lot questions.

Even though he had never met his father, somehow there was not a doubt in his mind that the man standing before him was [member="Zark"], his dead absentee father. When Zak had learned the truth of his heritage back on Jedha, he had looked up what information was publicly available. But the specter was right, he did have questions. Dozens fluttered through his head, and yet the young half-Kiffar remained speechless, overwhelmed by the implications of this impossible encounter. For a long time he had blamed this man for leaving him all alone, but when he had learned of the Jedi Master's fate and set out to follow in his footsteps he had let much of that animosity go. Now he wasn't sure how to feel.

Zak?

"Just one, really."

The vision of the spectral master nodded his head sadly, Why did I leave you behind?

"I think I deserve an answer," Zak puffed up his chest, nonetheless overwhelmed with emotion and struggling not to break down on the spot.

I could tell you it was to protect you, or that my calling didn't allow for such attachments. The truth is Zak, I wasn't a perfect man. I made a lot of mistakes. How things ended with you...and with your mother, was one of them. I should have been there for you, I wish I had been, I justified my absence as in your best interest because it was easier that way. I couldn't admit to my folly, not until it was too late.

"So you regret it then?" he asked, "Being a Jedi?"

Being a Jedi and being your father are the two greatest things I've ever done. I just wish I had found a way to do both at once.

"What am I supposed to do now?" the more Zark revealed, the more uncertain Zak started to feel about everything, "My entire life I've been searching for answers. Searching for you. I'm trying to be a Jedi, like you were, but don't think I'm very good at it."

There's more than one path to the light, the friendly apparition smiled wanly, You must create your own destiny. There is a man on this ship, his name is [member="Dax Fyre"]. Seek him out, he will help you. The Outer Rim is filled with secrets, like the Seeker not all of them are so terrible. There is much you can learn out here, you'll come to know the Force in a way you never dreamed of.

"I wish I could have known you," he blurted out at last, realizing with mild terror that their time together was almost done, "I wish things had been different."

They will be. Its on you to be a better man than I was. Take these to remember me by.

To Zak's amazement, when his father pressed a saber hilt and military blaster into his hands, they felt entirely real.

"What the heck kind of Jedi were you, anyway?" he asked, but when he looked up Zark was gone.

 

[Griet van Vliet]

"Why are Talz so paranoid about corporate-level tax evasion?"

"This is not the end for your brother: the buyer bought your brother's business, an incorporated sole proprietorship, in redeemable preferred shares, worth 100,000 and is an arm's length party. Since the share capital is 1,000, the paid-up capital is therefore that amount, which will trigger the use of what they call capital gains stripping"

There would be a deemed dividend of 99,000 and the adjusted proceeds of disposition are hence 1,000, and there is no "Safe Income" here, so it's entirely possible that the capital gains stripping rules would apply to this case. Yet, even with the capital gains stripping rules in place, he would still be able to use the resulting capital gains to offset any accumulated capital losses from previous years, and, if the capital gains also eat into the subsidiary's ABILs, then the carry-over ABIL balance wouldn't be 1,092,000 to the arm's length purchaser, the new parent corporation. How much his brother is actually getting is not 100,000, more like 100,000 plus the income tax benefit that can be derived from using 49,500 in net capital gains. If the capital gains stripping rules are in use, of course. And he could then pay 49,500 tax-free in dividends to himself with the remainder in non-eligible dividends because that's what his capital dividend account is. But, since the capital gains stripping rules are in effect, from the 99,000 in deemed dividends, one would need to remove the amount from safe income (i.e. tax-basis retained earnings), which is nil since there is a net positive ABIL balance, from the deemed dividend and then add it back to the deemed proceeds of disposition. Or just remove safe income rather than the deemed dividends caused by an increase in PUC.