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Research how the parties can structure this transaction so that it qualifies as a 368 A reorganization. Remember to consider both statutory and judicial
Research how the parties can structure this transaction so that it qualifies as a § 368 "A" 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.
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?
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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Labor and Employment Law Text and Cases
Authors: David Twomey
15th edition
1133188281, 978-1133711841, 1133711847, 978-1285247632, 978-1133188285
