Research how the parties can structure this transaction so that it qualifies as a 368 A
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Question:
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?
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