Kansas Issuance of Common Stock in Connection with Acquisition

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Multi-State
Control #:
US-CC-12-1932A
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Word; 
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Description

This is an Issuance of Common Stock in Connection with Acquisition, to be used across the United States. This form simply is needed when a corporation wishes to issue, and/or sell, common stock in the company, with regard to an acquisition.
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FAQ

Stock-for-stock is a type of compensation deal between two companies in which stock is partly used toward the cost of acquisition. A set number of shares of one company are swapped with the shares of another as a way of covering costs.

Hear this out loud PauseA stock-for-stock merger can take place during the merger or acquisition process. For example, Company A and Company E form an agreement to undergo a 1-for-2 stock merger. Company E's shareholders will receive one share of Company A for every two shares they currently own in the process.

Hear this out loud PauseIn its most basic form, a stock acquisition is when a company or an individual purchases the majority of another company's shares. Doing this gives them control over that company. It generally involves acquiring more than 50% of the company's stock, effectively making the acquirer the new owner.

Hear this out loud PauseThe new company could assume your current unvested stock options or RSUs or substitute them. The same goes for vested options. You'd likely still have to wait to buy shares or receive cash, but could at least retain your unvested shares.

Example: An investor owns 10,000 shares in a beverage company's stock. When the company is acquired by a large, universal company, the investor receives 10,000 shares of the universal company's stock to compensate for their share of ownership in the acquired company.

When A Company Is Bought, What Happens to the Stock? The stock of the company that has been bought tends to rise since the acquiring company has likely paid a premium on its shares as a way to entice stockholders. However, there are some instances when the newly acquired company sees its shares fall on the merger news.

In a normal stock acquisition of a company, there is no transfer or recordation tax and no sales tax because neither the real estate nor personal property is sold to a new owner. Conclusion. Choosing a form of transaction can have significant tax and non-tax consequences for both Buyer and Seller.

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Kansas Issuance of Common Stock in Connection with Acquisition