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"B" Reorganization
Type "B" involves the acquisition of stock of one corporation by another, and the
target corporation becomes a subsidiary of the acquiring, as a result.
Requirements of "B" Reorganization
- The acquisition must be one of a series of acquisitions that are part of an overall
plan to acquire the requisite control.
- The plan of acquisition must be carried out in a relatively short period of time
such as 12 months.
- The acquisition must be made solely for voting stock.
Explanation:
- Targets shareholders exchange Target stock solely for Acquiring 's voting stock.
- T1 and T2 exchange the C stock received for the T1 and T2 stock held by their shareholders,
and then TI and T2 dissolve.
- Acquiring must be in control of Target immediately after the exchange.
- Target becomes Acquiring 's subsidiary.
- Targets former shareholders become Acquiring shareholders.
Proceed to "C" Reorganization
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