New York Acquisition, Merger, or Liquidation
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How to fill out Acquisition, Merger, Or Liquidation?
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FAQ
While other consideration besides stock can be paid under a type A reorganization, the price paid under a type B reorganization must be solely in stock. And while the target is dissolved in a type A reorganization, it can be retained in a type B reorganization.
A liquidation or administration can happen during or after an acquisition. An acquisition is a process that occurs when one company decides to take over the operations of another company.
A transferor in a Section 351 transfer does not recognize gain or loss when it transfers property to the controlled corporation in exchange for its stock. A transferor may recognize gain (but not loss) to the extent of any money or other property (boot) received in addition to the corporation's stock.
Section 351(a) provides that no gain or loss shall be recognized if property is transferred to a corporation by one or more persons solely in exchange for stock in such corporation and immediately after the exchange such person or persons are in control (as defined in § 368(c)) of the corporation.
Overview. In a D reorganization, one corporation transfers all or part of its assets to another corporation. Immediately after the transfer, the transferring corporation or one or more of its shareholders must be in control of the corporation that acquired the assets.
In a B reorganization, the Acquirer transfers its stock in exchange for the stock of the Target. In a Code Section 351 transaction, a transferor (which can be a corporation) transfers property and receives stock in the transferee corporation.
A Type "B" reorganization is a stock-for-stock transaction in which one corporation (the acquiring corporation) acquires the stock of another corporation (the target corporation). Only voting stock of the acquiring corporation or its parent may be used in the acquisition.
To avoid dual convictions, the courts have created the merger doctrine. Under it, the court may vacate a false imprisonment or kidnapping conviction where the period of abduction is brief and there is no kidnapping flavor to the case. Under these circumstances, the charges are said to merge together.