Statutory merger

(redirected from Statutory Mergers)

Statutory merger

A merger in which one corporation remains as a legal entity, instead of a new legal entity being formed.

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.
References in periodicals archive ?
Although statutory mergers will not be appropriate in all cases, their advantages may prove compelling in future deals and we anticipate the use of statutory mergers in future mega mergers.
12) Private planners achieved success in using alternative structures of business deals to avoid appraisal rights in statutory mergers.
368-2(b), to address statutory mergers involving disregarded entities.
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.
PHP is the surviving corporation of these statutory mergers.
368-2, defining the term statutory merger or consolidation for purposes of applying Sec.
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.
As many foreign jurisdictions now have merger statutes that operate like those of the states, under which all assets and liabilities move by operation of law, the IRS changed the definition of an A reorganization to allow transactions effected pursuant to these statutes to qualify as statutory mergers or consolidations for Sec.
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.