New York Agreement for the Transfer of Stock in Exchange for Voting Stock of Acquiring Corporation (Type B Reorganization)

• Category: Corporations - Shareholders and Stock
• State: Multi-State
• Control #: US-0843BG
• Format: Word; Rich Text

Description

Corporate reorganization may be carried out only under statutory authority, and the requirements as to manner of reorganization, to the extent that they are prescribed, must be complied with. Thus, before drafting any instrument relating to reorganization, either voluntary or involuntary, counsel should become familiar with the applicable statutes in the particular jurisdiction. Depending on the circumstances, it may also be necessary to consult federal statutes, such as the securities acts, the Bankruptcy Code, and the Internal Revenue Code. Corporations reorganize and restructure for various reasons and in numerous ways. A Type B reorganization is the acquisition of one company's stock by another corporation, with the acquired company becoming a subsidiary of the acquiring corporation. The acquisition plan must be carried out in a short time period, such as 12 months, and the acquisition has to be only one in a series of moves comprising a larger plan to acquire control. The transaction also must be made solely for the purpose of acquiring voting stock.