Florida Merger Agreement for Type A Reorganization
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How to fill out Merger Agreement For Type A Reorganization?
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FAQ
The sole requirement here is that the acquiring/parent company own above and beyond majority ownership of the acquiree after the transaction. This requires that the target corporation exchange around 75-85% ownership to the acquiring company (IRC § 368(a)(1)(B)).
Section 1.368-1(b) of the regulations provides that requisite to a reorganization under the Code is a continuity of interest in the business enterprise under modified corporate form on the part of those persons who, "directly or indirectly", were the owners of the enterprise prior to the reorganization.
Type A Reorganizations. (a) The most common type of merger in this industry is the Type A statutory merger. Under a statutory merger, the target shareholders exchange their shares for the acquirer's stock. The target is liquidated and all the target's assets and liabilities are assumed by the acquirer.
Also, to qualify as a section 368(a) reorganization, a transaction generally must satisfy three nonstatutory requirements: business purpose, continuity of interest, and continuity of business enterprise.
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.
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.
A. In a Type A reorganization under recent Treasury? Regulations, at least? 30% of the consideration used must be the acquiring? corporation's stock. This rule permits money securities and other property to constitute up to? 70% of the total consideration used.