Statutory merger

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Statutory merger

A merger in which one corporation remains as a legal entity, instead of a new legal entity being formed.
Copyright © 2012, Campbell R. Harvey. All Rights Reserved.

Statutory Merger

A merger between two or more companies in which one company continues to legally exist, while all others cease to exist. That is, if Company A and Company B merge, Company A will continue to exist under its own name, while Company B will begin to operate under the name, "Company A." A statutory merger is essentially the same as an acquisition, though an acquisition carries a slight connotation of a hostile takeover, while a statutory merger does not. See also: Statutory consolidation.
Farlex Financial Dictionary. © 2012 Farlex, Inc. All Rights Reserved
References in periodicals archive ?
On November 15, 2001, the Treasury and IRS withdrew the 2000 proposed regulations and issued new proposed regulations that permitted certain statutory mergers into disregarded entities to qualify as "A" reorganizations, if all of the assets and liabilities of the target were transferred to the acquiror and the target went out of existence.
The Internal Revenue Service and Department of the Treasury issued temporary regulations under [section] 368 on January 24, 2003, that clarify which types of transactions qualify as statutory mergers or consolidations under [section] 368(a)(1)(A).
In the case of a tax-free deal, generally stock-for-stock exchanges, stock-for-asset exchanges and statutory mergers, the book/tax difference of goodwill does not generate a deferred tax liability, but it does generate a deferred tax liability for other intangibles.
Publicly Traded: acquisitions of publicly traded companies, tender offers, statutory mergers, minority-interest purchases except those classified as a Foreign Target.
1.368-2, defining the term statutory merger or consolidation for purposes of applying Sec.
Publicly Traded: acquisitions of publicly traded companies, tender offers, statutory mergers, minority-interest purchases, but excludes purchases and acquisitions of foreign companies.
The IRS said that the transfer of NOLs under these circumstances would be allowed only in statutory mergers and consolidations and not in other types of tax-free reorganizations.
Announcements are segregated into one of four transaction types which are defined according to the following guidelines: Publicly Traded: acquisitions of publicly traded companies, tender offers, statutory mergers, minority-interest purchases, but excludes purchases and acquisitions of foreign companies.
Schedule D: An acquisition, merger or consolidation that creates a discrepancy between the information reported (1) to the Social Security Administration on Form W-2 and (2) on Form 941, Employer's Quarterly Federal Tax Return, can be explained on new Form 941, Schedule D, Report of Discrepancies Caused by Acquisitions, Statutory Mergers, or Consolidations, even if the employer e-filed its employment tax return.
The IRS noted in the preamble to the temporary regulations that it is considering further changes, which will address statutory mergers that entail foreign corporations and/or disregarded entities.
368(a)(1)(A) tax-free statutory mergers. This item discusses only SMLLCs that do not elect to be classified as corporations for Federal tax purposes.
Treasury and the IRS are considering further revisions to the Sec.368(a)(1)(A) regulations to address statutory mergers involving foreign corporations.
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