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Parties enter into Restructuring and Reorganization Agreements when they want to change the financial, equity, legal or operational structures of a company (or companies within an affiliated group). Restructuring and Reorganization Agreements encompass a wide range of transactions.
The seven main types of company reorganization are mergers and consolidations, acquisitions, practical mergers, transfer spinoffs and split-offs, recapitalization, identity changes and transfers of assets.
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.
Reorganization is: 1) The implementation of a business plan to alter a corporation's structure or finances because of financial duress, a desire to change strategy, or a government order.
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.
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.
Other events may be included in change-of-control definitions such as reorganizations, consolidations or other transactions in which one of the following occurs: more than 50% of the board members change. change in shareholders who have the right to elect more than 50% of the board.
What is a Type ?A? Reorganization? Under IRC § 368(a)(1)(A), a Type A reorganization is a ?statutory merger or consolidation.? An ?A? reorganization must meet the requirements of applicable state corporate law or the merger laws of a foreign jurisdiction, as well as regulatory requirements in Treas. Reg.