This technical note outlines the general judicial requirements an acquisition must meet to qualify as a tax-deferred reorganization. The variation in the specific requirements that must be met to qualify for different types of tax-deferred ("A," Forward Triangular "A," Reverse Triangular "A," "B," and "C") reorganizations are addressed. Finally, the specific tax consequences to the target's shareholders and acquirer are outlined, and a numerical example illustrates the calculation of the after-tax proceeds to the target's shareholders and the after-tax cost to the acquirer.
This technical notes discusses three basic deal structures used to acquire another corporation. Asset acquisitions, stock acquisitions, and mergers under state law are the three common legal forms discussed.
One of the fastest-growing areas in business is socially responsible investment (SRI), which incorporates environmental, social, and governance concerns. From 2007 to 2017, SRI increased from $2.71 trillion to over $21 trillion, and in 2017, 84% of all millennials were interested in SRI. Given these trends, how should an entrepreneur with a social mission proceed? One of the first decisions is choosing an appropriate legal entity. This technical note presents an array of legal entities that a business with a social mission could consider, with special emphasis on a relatively recent option: the benefit corporation.