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How to conceal sentence in the Reorganization Agreement

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[APPLAUSE] CATHERINE STETSON: Thanks. Thanks so much for coming to talk with us today. Can you all hear me OK? Good. A couple caveats and provisos and one correction at the beginning, the correction is that only my mother calls me Catherine. So I go by Cate. The caveat and proviso is that this little doodad apparently runs that little thingbob. So Im going to try to use this PowerPoint presentation when Chris and I speak. But weve-- were luddites when it comes to this. So if things go south, were just going to end up talking to you. And I hope thats OK. Youve heard a little bit about kind of Chriss and my, to the extent we have credentials to talk about this. But we both clerked for a federal district judge and then for a Court of Appeals judge. And we both came to Hogan Hartson at a very lucky time for us, because it was when John Roberts was the head of the appellate practice section at Hogan Hartson. So along with everything that we learned in law school and in clerking f

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What is the continuity of interest requirement?

The continuity of interest requirement is determined based upon when a binding contract for acquisition by the parent company is signed, and the price at which the stock of the target firm is purchased.

What is a Type D reorganization?

Under Internal Revenue Code 368(a)(1)(D), a Type D Reorganization involves the transfer of all or part of a corporations assets to another corporation where immediately after the transfer, the transferor (and/or one or more of its shareholders) controls the corporation to which the assets were transferred.

What are the different types of reorganizations?

The seven main types of company reorganization are mergers and consolidations, acquisitions, practical mergers, transfer spinoffs and split-offs, recapitalization, identity changes and transfers of assets.

What happens if an F reorganization fails?

A transaction that fails to qualify as an F reorganization because of an ineffective QSub election can have adverse tax consequences at the corporate and shareholder level.

What is an F reorganization?

An F reorganization is defined in Internal Revenue Code Section 368(a)(1)(F) as a mere change of identity, form or place of organization of one corporation. In particular, this involves a tax-free reorganization of the target company (seller), which is typically an S corporation.

What is the purpose of an F reorganization?

Typically, an F Reorganization occurs as a company prepares for a merger or acquisition transaction. The strategy is also used to help separate assets that a buyer or seller doesnt want as part of the sale.

Is an F reorganization good for seller?

An F reorganization can be used to mitigate the risk of the seller having lost its S corporation election. There is no minimum amount of the sellers stock that must be acquired in the transaction and no limitation on the amount of the proceeds received by the seller that can be reinvested in the purchasing entity.

What is the control requirement for Section 368 C?

Section 368(c) defines control to mean the ownership of stock possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote and at least 80 percent of the total number of shares of all other classes of stock of the corporation.

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