You'd only pay gain if there is a stock+cash swap. Your gain would be limited to the amount of cash received. Cost basis for WAMU stock (FMV of JPM stock received) (cash received) -------------------- Gain on transaction If you have a loss, it is suspended and your new basis in JPM is your basis in WAMU, less any cash received. If you have a gain, it is recognized immediately and your basis in JPM is your basis in WAMU, less any cash received and gain recognized.