The main difference to shareholders between a tax-free and a taxable acquisition is that

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in a tax-free acquisition, the shares are only exchanged, while in a taxable transaction the shares are considered sold and realized capital gains or losses are taxed.

in a tax-free acquisition, a capital gain or loss is realized and then new shares are issued; in a taxable transaction, the assets are revalued, taxed on any capital gains or losses, and then shares are exchanged.

in a tax-free acquisition, the shareholders simply take the cash and depart, while in a taxable transaction the shareholders must stay with the new entity.

in a tax-free acquisition, the shares are only exchanged, while in a taxable transaction the shares are considered sold and realized capital gains or losses are taxed; and in a tax-free acquisition, the shareholders simply take the cash and depart, while in a taxable transaction the shareholders must stay with the new entity.