Massachusetts Share Exchange Agreement regarding shareholders issued exchangeable nonvoting shares of capital stock
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How to fill out Share Exchange Agreement Regarding Shareholders Issued Exchangeable Nonvoting Shares Of Capital Stock?
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FAQ
By Practical Law Corporate. This standard document is a short form agreement intended for use in an intra-group share purchase transaction where the consideration is to be satisfied by an issue of shares by the buyer to the seller.
Tax efficiency: As mentioned earlier, a share-for-share exchange can be structured as a tax-free transaction, which means that shareholders are not subject to capital gains tax on the exchange of their shares.
Documents needed for a share swap The revised articles or shareholders' agreement to fit the structure post transaction; The consultation with any employees affected as a result of the re-organisation; Review of the employment contracts and policies to see if the they are suitable for the new structure;
Technically, a share for share exchange is treated as a 'reorganisation' for tax purposes. The selling shareholders are therefore treated as not making a disposal of their old shares but as having acquired their new shares in the acquiring company at the same time and for the same amount as their old shares.
This is calculated as the equity purchase price divided by the buyer's current share price. So, the buyer needs to issue 1,294 new shares to purchase 1,200 shares of the target company. Based on this information, we calculate the exchange ratio as 1294/1200 = 1.1.
In a share-for-share exchange, the shareholders of the target company receive shares in the acquiring company in exchange for their existing shares in the target company.
Technically, a share for share exchange is treated as a 'reorganisation' for tax purposes. The selling shareholders are therefore treated as not making a disposal of their old shares but as having acquired their new shares in the acquiring company at the same time and for the same amount as their old shares.
For example, one share in company A may be worth 5 shares in company B. All depends upon the facts. Often share for share exchanges take place with a transfer of assets from one company to another.