Question

Paloma purchased all of the outstanding Dove stock in 2001.
Dove has prospered under Paloma's direction, and now Hawk Corporation is interested in acquiring Dove, but not directly. Hawk forms a new subsidiary, called Starling, whose purpose is to merge with Dove. Starling (the target) transfers its asset, Hawk stock, to Dove (acquiring) in exchange for all of the Dove stock.
Dove distributes the Hawk stock to Paloma in exchange for her Dove stock.
Starling distributes the Dove stock to its shareholder, Hawk, and then ceases to exist.
Dove is now a wholly owned subsidiary of Hawk, and Paloma is a Hawk shareholder.
Hawk immediately liquidates Dove to acquire all of Dove's assets and liabilities.
Hawk continues Dove's previous line of business. The end result is that Hawk has all of Dove's assets and liabilities and Paloma is a shareholder of Hawk.
Explain whether this reverse triangular restructuring qualifies as a reorganization under § 368, or whether the step transaction doctrine causes it to be disqualified.


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  • CreatedSeptember 09, 2015
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