Virginia 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.
The three main types of mergers are: Horizontal. Vertical. Concentric.
A Type "B" reorganization is a stock-for-stock transaction in which one corporation (the acquiring corporation) acquires the stock of another corporation (the target corporation). Only voting stock of the acquiring corporation or its parent may be used in the acquisition.
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.
In a qualifying Type A merger, the assets and liabilities of the target corporation (?Target?) must be transferred to the acquiring corporation (?Acquiror?), and the Target must dissolve by operation of law (Rev. Rul.
A merger is the union of two or more corporations, with one of the corporations retaining its corporate existence and absorbing the others. The other corporations cease to exist by operation of law. A consolidation occurs when a new corporation is created to take the place of two or more corporations.