The benefits of applying the binding contract rule are most evident in situations in which the parties to the reorganization
have agreed on a fixed amount of consideration and fixed the number of acquirer shares to be used in the total consideration.
How Selling Shareholders Can Diversify Their Stock Holdings After the Tax-free Reorganization
The economic landscape, with its corporate reorganizations
, has highlighted the importance of the basis study to the taxpayer.
This includes restating assets to current value and making appropriate modifications to the capital accounts, such as eliminating a deficit in retained earnings to minimize the need for similar reorganizations
in the future.
Typical cases of investment, acquisition and reorganization
in automotive industry in recent years:
Asset drop-downs following many types of reorganizations
, including statutory mergers, are allowed by Sec.
We believe that the diversity and training of our members enable us to bring an important, balanced, and practical perspective to the issues raised by the proposed regulations relating to the remote continuity-of-interest doctrine in certain tax-free reorganizations
It is the last requirement that limits dispositions of stock acquired in a tax-free reorganization
The goal of this Video Leadership Seminar[TM] is to provide boards of directors with critical information on bankruptcy and reorganization
5) Notwithstanding the elimination of the COI and COBE requirements, F reorganizations
are still subject to identity-of-interest and identity-of-asset requirements; see Rev.
Corporations that are acquired in reorganizations
often must make payments to employees holding unexercised stock options in order to facilitate the transaction.
Key chapters are chapter 7 on liquidations and chapter 11 on reorganizations