Research how the parties can structure this transaction so that it qualifies as a § 368 "A" reorganization. Remember to consider both statutory and judicial merger requirements in your determination. Then prepare a diagram that shows what the acquisition would "look like" as a § 368 forward triangular merger. Make sure that your diagram of the transaction relates to the specific details of the case and is not a generic "picture" of this sort of merger.

 

b. Research how the parties can structure this transaction so that it qualifies as a

§ 368 "C" reorganization. Remember to consider both statutory and judicial merger requirements in your determination. Then prepare a diagram that shows what the acquisition would "look like" as a § 368 reverse triangular merger. Make sure that your diagram of the transaction relates to the specific details of the case and is not a generic "picture" of this sort of merger.

 

c. Research how the parties can structure this transaction so that it qualifies as a § 368 "B" reorganization. Remember to consider both statutory and judicial merger requirements in your determination. Then prepare a diagram that shows what the acquisition would "look like" as a § 368 forward triangular merger. Make sure that your diagram of the transaction relates to the specific details of the case and is not a generic "picture" of this sort of merger.

 

d. Suppose that the CWC Distribution Division had $5 million of tax credit carryovers. What would happen to those carryovers, who could use them, and how much are usable?