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.
In January 2005, the IRS further expanded the meaning of a statutory merger or consolidation by issuing proposed regulations eliminating the necessity for a transaction to be effected pursuant to domestic laws.
agreement was approved by the board of directors of FNIS, following the recommendation of a special committee of the FNIS board of directors, and by the board of directors of FNF, following the recommendation of a special committee of the FNF board of directors.
may be accomplished tax-free for both parties.
integration is an enterprisewide affair involving nearly every function and business unit.
Behind all the merger
mania are not just corporate egos but companies' desires to slake analysts' thirst for growth.
In 1998 its $72 billion acquisition of Ameritech was the third largest merger
of the year.
voiced worry about the thousands of employees losing their jobs because of mergers
while some company executives get big benefit packages known as ``golden parachutes.
The high level of merger
activity since 1980; along with a large number of bank failures, is reflected in a steady decline an the number of U.
A major reason given of why so many mergers
yield disappointing results is that the leadership group in the pre-merger
period devotes insufficient critical study to determine how the potential partners' operations can be most effectively integrated to achieve maximum efficiency.
the Supreme Court held that the surviving corporation in what it concluded was a statutory merger
under Pennsylvania law could deduct unamortized discount and expenses with respect to bonds issued by the transferor and retired by the surviving corporation.
If within twenty-four months after the effective date of the merger
, the Company elects to develop the Vicksburg property, and the existing AGC shareholders do not elect to purchase the Vicksburg Assets within thirty days after notification of such intention, the existing AGC shareholders would be entitled to receive, at their individual election, subject to certain conditions, either a pro-rata number of warrants to purchase, in total, 1,500,000 shares of Common Stock for a period of three years from the date of issuance at the market price of the Common Stock at the date of merger
or a pro rata interest in ten percent of the Company's interest in the casino project developed on the Vicksburg property.
INVESTORS AND SECURITY HOLDERS OF COLUMBIA ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT COLUMBIA, JPMORGAN AND THE PROPOSED MERGER
A statutory merger
is a tax-free, type A reorganization, representing a combination of two corporations in which the continuity-of-interest requirement is met by a sufficient amount of consideration received being the surviving corporation's stock.
Executive salaries are highly correlated with company size, so acquirers know they'll likely make more money after the merger