Alabama Acquisition, Merger, or Liquidation
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FAQ
The principal tax advantage of an "A" reorganization is the freedom allowed in choosing the consideration which may be used in the merger. The stock issued by the surviving corporation, or by its parent if a subsidiary is used, can be preferred or common, voting or nonvoting.
A Type A reorganization must fulfill the continuity of interests requirement. That is, the shareholders in the acquired company must receive enough stock in the acquiring firm that they have a continuing financial interest in the buyer.
In a typical merger, the assets and liabilities of T are transferred to P, and T dissolves by operation of law. The consideration received by T's shareholders is determined by a merger agreement. A consolidation is a transfer of assets and liabilities of two or more existing corporations to a newly created corporation.
On the other hand, a consolidation occurs when a new corporation is created to take the place of two or more corporations. A corporate reorganization is a tool used by many businesses to expand operations, often aiming at an increase in long-term profitability.
While other consideration besides stock can be paid under a type A reorganization, the price paid under a type B reorganization must be solely in stock. And while the target is dissolved in a type A reorganization, it can be retained in a type B reorganization.
Summary. A type A Reorganization is a tax-free merger or consolidation. Generally, in a merger, one corporation (the acquiring corporation) acquires the assets and assumes the liabilities of another corporation (the target corporation) in exchange for its stock.