Kansas 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 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. 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.
If a transaction qualifies as a ?reorganization,? it is generally tax free both to the shareholders and to the corporation. However, to the extent non-stock consider- ation (such as cash or other property, often referred to as ?boot?) is received, gain is generally recognized.
Typically, an F Reorganization occurs as a company prepares for a merger or acquisition transaction. The strategy is also used to help separate assets that a buyer or seller doesn't want as part of the sale.
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.
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.
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.
Disadvantages Shareholders of either entity may dissent; in most states, their shares must be redeemed. Acquiring entity must assume all liabilities of Target.