The 2003 regulations expanded the applicability of the statutory merger or consolidation provisions, by expressly permitting a merger of a target into a limited liability company (LLC) that is disregarded as a separate entity from the acquiring corporation for Federal income tax purposes.
368(a)(1)(A) purposes, a statutory merger or consolidation is a transaction effected pursuant to the statute, and all of the assets (other than those distributed in the transaction) and liabilities of each member of one or more combining units (each a transferor unit) become the assets and liabilities of one or more members of one other combining unit (the transferee unit), and the combining entity of each transferor unit ceases its separate legal existence for all purposes.
This was the most convenient way for us to take our company to the next level," Halozyme's Lim says of the reverse merger.
PIPEs, which have myriad uses for emerging growth public companies, are fast becoming the financing vehicle of choice for companies using the back-door strategy of the reverse merger.
If FNF does not exercise this right, FNIS has the right to not proceed with the closing of the merger
In some cases, a private company uses a reverse merger
with a public one as a way to go public at a lesser cost and with less stock dilution than through an initial public offering.
Insurance executives must balance these to ensure that the merger
proceeds as envisioned while the company's near-term financial results are protected.
But deeper problems often remain after the thrill of a merger
The incidence of "mega-mergers
," or mergers
among very large banking organizations, is a truly remarkable aspect of current bank merger
This study (9) evidences two potentially different merger
strategies: (1) reducing direct competitors; or, (2) building the infrastructure for a larger horizontal, regional network for hospital care, although in both cases the respondents emphasized that strengthening their financial position and consolidating their services were among the key reasons for amalgamating the two organizations.
Helvering, the Supreme Court held that the NOLs of a corporation did not survive a transaction in which the corporation's assets and liabilities were transferred to a new corporation that was owned by the same shareholders in a transaction that was not a statutory merger
under state law.
Additional Information about the Merger
and Where to Find It
In January 2005 (REG-125628-01 (1/5/05)), the IRS further expanded the scope of a statutory merger
or consolidation by eliminating the requirement that the transaction be effected pursuant to domestic law.
The Financial Accounting Standards Board has been engaged in a very public, controversial effort to modify existing merger
rules, After many months of deliberations and redeliberations, the FASB is preparing to issue a final rule that would disallow the pooling-of-interests treatment for mergers
, which could slow down the merger
machine noticeably -- but perhaps not as much as some might think (see "FASB Readies Grave for Pooling," page 31).
IN CONSIDERING THE GLOBAL MARKET a company's location is not as important to federal regulators as how a merger
or acquisition will affect competition within the United States.